Common use of Certain Voting Rights Clause in Contracts

Certain Voting Rights. So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K J Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K J Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K J Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1918), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K J Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K J Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K J Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K J Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K J Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K E Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K E Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K E Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1918 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K E Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K E Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K E Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K E Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K E Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K D Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K D Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K F Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K F Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1919 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K F Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K F Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K F Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K F Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders Holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders Holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders Holders of the Series K A Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership InterestsInterest, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates purchasing preferred stock of the same series on the same terms as non-affiliates or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership in the same transaction or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred UnitsUnits and no vote of the Series B Preferred Units shall be required in such case; and provided further, that further than any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates purchasing Partnership interests of the same series on the same terms as non-affiliates, or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series B Preferred Units shall be required in such case. In addition to the foregoing, the Partnership will not (x) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Preferred Partner to exercise its rights set forth herein to effect in full an exchange or redemption pursuant to Section 10, except with the written consent of the holders of at least two-thirds of the Series B Preferred Units outstanding at the time; or (y) amend, alter, or repeal or waive Section 7.5 of the Fourth Amended Agreement (to the extent in effect) or, until December 31, 2000, Section 11.3(i) of the Partnership Agreement if such amendment, alteration or waiver adversely affects the holders of Series B Preferred Units without the affirmative vote of at least two-thirds of the Series B Preferred Units outstanding at the time. Notwithstanding anything to the contrary in this Section 8, in no event shall the General Partner or any of its affiliates have any voting, consent or approval rights in respect of any Series B Preferred Units it or they may hold, and any percentage or portion of outstanding Series B Preferred Units that may be required hereunder for any vote, consent or approval of holders thereof shall be determined as if all Series B Preferred Units then held by the General Partner or any of its affiliates were not outstanding.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, (ii) authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock on the same terms as nonaffiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup of the Partnership, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred UnitsUnits and no vote of the Series B Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding- up of the Partnership, or (z) on a parity with the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding- up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series B Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K G Preferred Units --------------------- remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K G Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K G Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock on the same terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K G Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K G Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K G Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K G Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup of such entity, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K G Preferred UnitsUnits and no vote of the Series G Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series G Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Partnership, or (z) on a parity with the Series G Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the PartnershipAffiliate, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipAffiliates, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series G Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify reclassify, any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock of the same series on the same terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (includingAgreement, including without limitation, limitation this Article 19)Section, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup of the Partnership, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred UnitsUnits and no vote of the Series C Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Partnership, or (z) on a parity with the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the PartnershipAffiliate, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipAffiliates, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series C Preferred Units shall be required in such case. In addition to the foregoing, the Partnership will not (x) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a holder of Series C Preferred Units to exercise its rights set forth herein to effect an exchange or redemption pursuant to Section 8, except with the written consent of such holder; or (y) amend, alter, or repeal or waive Section 3.1, 11.3(d) or 7.5(a) of the Partnership Agreement without the affirmative vote of at least a majority of the Series C Preferred Units outstanding at the time.

Certain Voting Rights. So long as any Series K I Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K I Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K I Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1922 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K I Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K I Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K I Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K I Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K I Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K H Preferred Units --------------------- remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock on the same terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, the provisions of this Article 19), Amendment) whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup of such entity, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred UnitsUnits and no vote of the Series H Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series H Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Partnership, or (z) on a parity with the Series H Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the PartnershipAffiliate, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipAffiliates, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series H Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock on the same terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; , provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup of the Partnership, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K D Preferred UnitsUnits and no vote of the Series D Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series D Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Partnership, or (z) on a parity with the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the PartnershipAffiliate, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipAffiliates, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series D Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K A Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (iA) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (iiB) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than (I) Security Capital or (II) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iiiC) either (I) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (II) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred UnitsUnits and no vote of the Series A Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series A Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K F Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K F Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up of the Partnership or reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership (or to Affiliates purchasing the preferred stock on the same terms as non-affiliated purchasers) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease all or substantially all of its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), Amendment) whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K F Preferred Units or the holders thereof; , provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all or substantially all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K F Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K F Preferred Units, including with respect to distributions, redemptions, transfers, voting rights and rights upon liquidation, dissolution or winding-upup of the Partnership, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K F Preferred UnitsUnits and no vote of the Series F Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series F Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up of the Partnership, or (z) on a parity with the Series F Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up of the Partnership to the extent such Partnership Interests are not issued to an affiliate of the PartnershipAffiliate, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipAffiliates, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series F Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K H Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1921 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i1) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii2) authorize or create, or increase the authorized or issued amount of any Parity Partnership Interests on a parity with the Series A Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations obligation or security convertible into or evidencing the right to purchase any such Partnership Interests Interest but only to the extent such Parity Preferred Units Partnership Interests are issued to an affiliate of the Partnership, other than (i) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership Partnership, (ii) Security Capital U.S. Realty, Security Capital Holdings, S.A. Realty or any of their affiliates or (iii) to any other affiliate, provided that a majority of Independent Directors (as defined in the Charter) of the General Partner have approved such issuance, or (3) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity entity, or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19Section), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii3) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, redemptions, transfers, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than (i) the General Partner or any wholly-owned subsidiary thereof, to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, (ii) Security Capital U.S. Realty, Security Capital Holdings, S.A. Realty or any of their affiliates or (iii) any other affiliate, provided that a majority of Independent Directors of the General Partner have approved such issuance, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-two- thirds of the Series K A Preferred Units outstanding at the time (iA) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (iiB) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than (I) Security Capital or (II) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iiiC) either (I) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (II) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred UnitsUnits and no vote of the Series A Preferred Units shall be required in such case; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding- up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the Series A Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K C Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.the

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of Partners holding at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or authorize, create, or increase the authorized or issued amount of, of any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of issue any Parity Preferred Units or to a Partnership Affiliate, reclassify any Partnership Interest of the held by a Partnership Affiliate into any such Partnership Interest or create, authorize Parity Unit or issue any obligations obligation or security convertible into or evidencing the right to purchase any such Parity Unit to a Partnership Interests but only Affiliate (any such issuance or reclassification, referred to as an "Affiliate Parity Placement"); provided, however, that notwithstanding the foregoing provisions of this clause (ii) the Partnership may effect any Affiliate Parity Placement to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent placement is either (A) in connection with the issuance by the Company of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Partnership Affiliates or (B) upon terms no more favorable to such Partnership Affiliates than those that the General Partner, in the good faith determination of the Partnership its Board of Directors, would be willing to offer to an unrelated party in an arm's length transaction (such placement, an "Exempt Affiliate Parity Placement"); or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power powers of the Series K B Preferred Units or the holders thereofPartners holding such Units as set forth in the Agreement and this Certificate of Designations; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed not to materially and adversely affect such powers, special rights, preferences, privileges or voting powers of the holders of Series B Preferred Units or the Series K Preferred Partners holding such Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity obligation or security convertible into or evidencing the right to purchase any such Partnership Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up (other than for Affiliate Parity Placements that are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, Exempt Affiliate Parity Placements) shall not be deemed not to materially and adversely affect such powers, special rights, preferences, privileges or voting powerspowers of the Series B Preferred Units or the Partners holding such Units. In the event of any conflict between the provisions of Article 14 of the Agreement and the provisions of this Section 7, the provisions of this Section 7 shall control.

Certain Voting Rights. So long as any Series K A Preferred Units remain --------------------- remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Interests, but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-pass- through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K A Preferred Units for Units, other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K D Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, 78 84 privileges or voting powers of the holders of the Series K D Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K J Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K J Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K J Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such 77 Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1918), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K J Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K J Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K J Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K J Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K J Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any existing Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any existing Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Interest, but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests interest was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership Partnership; or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, further that any increase in the amount of Partnership Interests Interest or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series B Preferred Units are with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity with the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up but only to the extent such Partnership Interest not issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of any conflict between the provisions of Article 14 of the Partnership Agreement and the provisions of this Section 7, the provisions of the Section 7 shall control.

Certain Voting Rights. So long as any Series K B Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to 77 allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.the

Certain Voting Rights. So long as any Series K E Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K E Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K E Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1918 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.in

Certain Voting Rights. So long as any Series K B Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.the

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds a majority of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize designate or create, or increase the authorized or issued amount of of, any Parity Preferred Units or reclassify any authorized Partnership Interest of the Partnership Interests into any such Partnership Interest Parity Preferred Units, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests shares, but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the PartnershipPartnership on terms that differ from the terms of any Parity Preferred Units issued to the public or non-Affiliates of the Partnership (for purposes of this Section 6(b)(ii), other than an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership Affiliates); or (iii) either (A) exchange shares, consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than Partnership (an issuance to the General Partner partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, ) such issuance shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. Notwithstanding anything to the contrary contained in this Section 6, if holders of a majority of the Series B Preferred Units do not approve of a proposed action by the Partnership described in clause (iii) of the immediately preceding sentence which, in the reasonable judgment of the Partnership, results in the holders of Series B Preferred Units having substantially the same terms and rights as the Series B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, and the holders of a majority of the Series B Preferred Units do not affirmatively vote in favor of such proposed action, then the Partnership may proceed with such proposed action and the sole remedy of the holders of the Series B Preferred Units shall be the acceleration of the exchange date relating to the Series B Preferred Units, as set forth in Section 8 of this Amendment. In the event of any conflict between the provisions of Section 4.2 of the Partnership Agreement and the provisions of this Section 6, the provisions of this Section 6 shall control.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, provided that the foregoing shall not apply if such class or series is of a priority equal to either the Series C Preferred Units, the Series D Preferred Units or the Common Units in all respects but that could have a priority with respect to the Series B Preferred Units upon a liquidation of the Partnership solely by reason of the fact that either Section 1.F of Exhibit C to the Partnership Agreement does not apply to the Series B Preferred Units or the allocation of Net Income provided for in Section 6.A(iii) precedes the allocation of Net Income provided for in Section 6.A(iv); (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest Parity Preferred Units or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than unless (A) such Affiliate is the General Partner and such Parity Preferred Units correspond to the extent the issuance of such interests was preferred shares issued to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates a nonaffiliate of the Partnership or (B) such Parity Preferred Units are issued upon terms determined by the General Partner’s Board of Trustees to be no more favorable than those it would offer in an arm’s length transaction to an unrelated party; or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19Section 4.2(B) thereof), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership’s assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, or (3) such merger, consolidation or a sale or lease of all of the Partnership’s assets as an entirety would constitute a Reorganization Event entitling the holders to elect redemption under Section 4(d) hereof, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up but only to the extent such Partnership Interests represented by Junior are issued to an Affiliate of the Partnership unless (A) such Affiliate is the General Partner and such Parity Preferred Units correspond to preferred shares issued to a nonaffiliate of the Partnership or (B) such Parity Preferred Units are not issued upon terms determined by the General Partner’s Board of Trustees to be no more favorable than it would offer in an arm’s length transaction to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipunrelated party, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.. In the event of any conflict between the provisions of

Certain Voting Rights. So long as any Series K H Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or 129 135 evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1921 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred --------------------- Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time, (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize create in favor of or create, or increase issue to an affiliate of the authorized or issued amount of Partnership any Parity Preferred Units or reclassify any Partnership Interest of the Partnership held by an affiliate of the Partnership into any such Partnership Interest or create, authorize or issue in favor of or to any affiliate of the Partnership any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the PartnershipUnits, other than to the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, -------- ------- that with respect to the occurrence of any event set forth in (iii) abovea merger,consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with without a change to the terms thereof unchangedthereof, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Series B Preferred Units and the holders of the Series K Preferred Units; thereof, and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (iA) (1) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or (2) reclassify any Partnership Interests of the Partnership into any such senior Partnership InterestInterests, or (3) create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such senior Partnership Interests, (iiB) (1) authorize or create, or increase the authorized or issued amount of of, any Parity Preferred Units, or (2) reclassify any Partnership Interest into any such Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or (3) create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the PartnershipUnits, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iiiC) either (1) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (2) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each either case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that (I) with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K D Preferred Units for other interests in such entity preferred units having substantially the same terms and same rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-upup or (c) such merger or consolidation occurs after October 1, 2004, then the occurrence of any such event shall not be deemed to materially and adversely affect such the powers, rights, preferences, privileges or voting powers power of the Series D Preferred Units and no vote of the Series D Preferred Units shall be required in such case, but, in the case of any merger or consolidation described in CLAUSE (C)(2)(I)(c) above, unless either SUBCLAUSE (a) or (b) of CLAUSE (C)(2)(I) is satisfied with respect to such merger or consolidation, or such merger or consolidation is otherwise approved by a vote of the holders of at least two-thirds of the Series K D Preferred UnitsUnits outstanding, the Series D Preferred Units shall be exchangeable for authorized and previously unissued Series D Exchanged Units at the Exchange Price (as defined below) and otherwise in accordance with the provisions of SECTION (h) hereof; and provided further, that (II) any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Interests, in each case ranking either (y) junior to the Series D Preferred Units with respect to distributions and rights upon liquidation, dissolution or winding-up, or (z) on a parity with the Series D Preferred Units with respect to distributions or rights upon liquidation, dissolution or winding-up to the extent such Parity Preferred Units are not issued to the General Partner or an affiliate of Affiliate thereof (including, without limitation, JMB Realty Corporation and its Affiliates) (provided that the Partnership, other than Partnership may issue Parity Preferred Units to (i) the General Partner to the extent the issuance of such interests was to allow the General Partner or any of its Members to issue corresponding preferred stock or membership units permitted to persons who are not affiliates be issued without the consent of holders of Series D Exchanged Units pursuant to the terms of the Partnershiporganizational documents of the General Partner, or (ii) any other Affiliate of the Partnership provided the same are issued upon terms no less favorable to the Partnership than would be obtained in an arm's length transaction with an unaffiliated party as determined by the board of directors of the general partner of the General Partner (including a majority of any independent directors) in good faith) shall not be deemed to materially and adversely affect such powers, rights, preferences, privileges or voting powerspowers and no vote of the holders of Series D Preferred Units shall be required in such case. Notwithstanding the foregoing, no vote of the holders of the Series D Preferred Units shall be required pursuant to this SECTION (f), if, at or prior to the time such action is to take effect, the Partnership is entitled to and provides for the redemption of the Series D Preferred Units then outstanding at the Series D Redemption Price set forth in SECTION (e) hereof in accordance with the redemption procedures set forth therein.

Certain Voting Rights. So long as any Series K H Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without 115 limitation, this Article 1921 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K G Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K G Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K G Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1920 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K G Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K G Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K G Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K G Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K G Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K G Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K G Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K G Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, however, that restrictions contained in this clause (ii) of this paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arms’ length terms, and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates of Affiliates or the Partnership Partnership, or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K G Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K G Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K G Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K G Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K G Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series G Preferred Units, if such Partnership Units rank (y) junior to the Series G Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series G Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, however, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arms’ length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 7 and Article XIV of the Partnership Agreement, this Section 7 shall control.

Certain Voting Rights. So long as any Series K D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of issue any Parity Preferred Units Interests or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other provided that the limitation in this subparagraph (ii) shall not apply to (a) a transaction approved by a majority of the disinterested directors of PPI upon terms no more favorable to such Affiliate than the General Partner Partnership would be willing to offer an unrelated party in an arm's length transaction or (b) an issuance to PPI, to the extent the issuance of such interests was to allow the General Partner PPI to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership or Partnership, (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership this Agreement (including, without limitation, this Article 19Exhibit I), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K D Preferred Units for Units, other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K D Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking either (a) junior to the Series D Preferred Units are not issued with respect to an affiliate payment of distributions and the Partnershipdistribution of assets upon liquidation, other than dissolution or winding-up or (b) on a parity with the General Partner Series D Preferred Units with respect to payment of distributions and the extent distribution of assets upon liquidation, dissolution or winding-up (provided that such event shall also be approved in accordance with, or meet the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershiprequirements of, subparagraph (ii) above, if necessary) shall not be deemed to materially and adversely affect such powers, special rights, preferences, privileges or voting powers. In addition to the foregoing, the Partnership will not (x) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or materially restricting, the ability of a Series D Limited Partner to exercise its rights set forth herein to effect in full an exchange or redemption pursuant to Section 1.7 of Exhibit I, except with the written consent of such Series D Limited Partner.

Certain Voting Rights. So long as any Series K Preferred Units portion of the Class A Interests remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds a majority in interest of the Series K Preferred Units Class A Interest outstanding at the time (i) authorize designate or create, or increase the authorized or issued amount of, of any class or series of Partnership Interests ranking prior to the Series K Preferred Senior Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of authorized interests in the Partnership into any such Partnership Interestclass or series, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestsclass of series of Senior Units, (ii) authorize designate or create, or increase the authorized or issued amount of, any class or series of any Parity Preferred Units or reclassify any Partnership Interest of authorized interests in the Partnership into any such Partnership Interest class or series, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnershipclass or series, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety toentirety, to any corporation or other entity entity, or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, including this Article 19X), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units Class A Interest or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership or the General Partner is the surviving entity and the Series K Preferred Class A Interest or a Convertible Units remain remains outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnershipcorporation, limited liability company partnership or other pass-through similar entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K Preferred Units Class A Interest for other interests in such entity preferred securities having substantially the same terms and same rights as the Series K Preferred UnitsClass A Interest, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred UnitsClass A Interest; and provided provided, further, that any increase in the amount of Partnership Interests authorized preferred interest or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units preferred interest, or Parity Preferred Units are not issued to any increase in an affiliate amount or authorized number of the Partnershipeach class or series, other than the General Partner in each case ranking either junior to the extent Class A Interest with respect to payment of periodic distributions and the issuance distribution of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipassets upon liquidation, dissolution or winding-up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.. Section 10.09

Certain Voting Rights. So long as any Series K Preferred G Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred G Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior Units senior to the Series K Preferred G Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up winding up, or (B) reclassify any Partnership Interests of the Partnership into any such Partnership Interestsenior Units, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestssenior Units, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units or Units which purport to be on parity with the Series G Units as to either (but not both) distributions or rights upon liquidation, dissolution or winding up, but only to the extent such Parity Preferred Units or any Units which purport to be on parity with the Series G Units as to either (but not both) distributions or rights upon liquidation, dissolution or winding up issued pursuant to this clause (ii) are issued to an affiliate any “affiliate” (as such term is defined in Rule 144 of the Partnership, General Rules and Regulations under the Securities Act of 1933) of the Partnership (other than the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock Preferred Stock to persons who are not affiliates Affiliates of the Partnership Partnership) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred G Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership’s assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K Preferred G Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K Preferred G Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred G Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-winding up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred G Units; . Notwithstanding anything to the contrary contained in clause (ii) above, the Partnership may (x) create additional classes and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued and Units junior to an affiliate the Series G Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or both, (y) increase the authorized number of Parity Preferred Units and Units junior to the Series G Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or both, and (z) issue additional classes and series of Parity Preferred Units and Units junior to the Series G Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or both, without the consent of any holders of Series G Units, to any “affiliate” of the Partnership, other than Partnership (as such term is defined in Rule 144 of the General Partner Rules and Regulations under the Securities Act of 1933), provided that any such Parity Preferred Units or Units which purport to be on parity with the extent Series G Units as to either (but not both) distributions or rights upon liquidation, dissolution or winding up, are issued with the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates consent of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powersmajority of the independent directors of the Company’s board of directors.

Certain Voting Rights. So long as any Series K G Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K G Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K G Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1920 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K G Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K G Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K G Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K G Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K G Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.. 120 126

Certain Voting Rights. So long as any Series K N Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K N Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K N Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without 134 limitation, this Article 1924 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K N Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K N Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K N Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K N Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K N Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K Preferred D Preference Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred D Preference Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior Units senior to the Series K Preferred D Preference Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or (B) reclassify any Partnership Interests of the Partnership into any such Partnership Interestsenior Units, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestssenior Units, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or any Units which purport to be on parity with the Series D Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, or (B) reclassify any Partnership Interest of the Partnership Units into any such Partnership Interest Parity Preferred Units or Units which purport to be on parity with the Series D Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units or Units which purport to be on parity with the Series D Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, but only to the extent such Parity Preferred Units or any Units which purport to be on parity with the Series D Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up issued pursuant to this clause (ii) are issued to an affiliate any “affiliate” (as such term is defined in Rule 144 of the Partnership, General Rules and Regulations under the Securities Act of 1933) of the Partnership (other than the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock Preferred Stock to persons who are not affiliates Affiliates of the Partnership Partnership) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred D Preference Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership’s assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K Preferred D Preference Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K Preferred D Preference Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred D Preference Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred D Preference Units; . Notwithstanding anything to the contrary contained in clause (ii) above, the Partnership may (x) create additional classes and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued and Units junior to an affiliate the Series D Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, (y) increase the authorized number of Parity Preferred Units and Units junior to the Series D Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, and (z) issue additional classes and series of Parity Preferred Units and Units junior to the Series D Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, without the consent of any holders of Series D Preference Units, to any “affiliate” of the Partnership, other than Partnership (as such term is defined in Rule 144 of the General Partner Rules and Regulations under the Securities Act of 1933), provided that any such Parity Preferred Units or Units which purport to be on parity with the extent Series D Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, are issued with the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates consent of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powersmajority of the independent directors of the Company’s board of directors.

Certain Voting Rights. So long as any Series K H Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, however, that restrictions contained in this clause (ii) of this paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arms’ length terms, and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates of Affiliates or the Partnership Partnership, or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K H Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series H Preferred Units, if such Partnership Units rank (y) junior to the Series H Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series H Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, however, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arms’ length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 7 and Article XIV of the Partnership Agreement, this Section 7 shall control.

Certain Voting Rights. So long as any Series K F Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K F Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1919 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K F Preferred Units or the holders thereof; 102 107 provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K F Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K F Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K F Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred --------------------- Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time time, (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize create in favor of or create, or increase issue to an affiliate of the authorized or issued amount of Partnership any Parity Preferred Units or reclassify any Partnership Interest of the Partnership held by an affiliate of the Partnership into any such Partnership Interest or create, authorize or issue in favor of or to any affiliate of the Partnership any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the PartnershipUnits, other than to the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with without a change to the terms thereof unchangedthereof, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Series C Preferred Units and the holders of the Series K Preferred Units; thereof, and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain --------------------- remains outstanding, the Partnership shall not, without the affirmative vote of the holders Holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders Holders thereof; provided, however, that with respect to -------- ------- the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-pass- through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders Holders of the Series K A Preferred Units; and provided further, that any increase -------- ------- in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K F Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K F Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, however, that restrictions contained in this clause (ii) of this paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arms’ length terms, and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates of Affiliates or the Partnership Partnership, or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K F Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K F Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K F Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K F Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series F Preferred Units, if such Partnership Units rank (y) junior to the Series F Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series F Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, however, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arms’ length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 7 and Article XIV of the Partnership Agreement, this Section 7 shall control.

Certain Voting Rights. So long as any Series K H Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1921 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having 106 substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, that restrictions contained in this clause (ii) of this Paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arm's length terms; and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates Affiliates of the Partnership or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series B Preferred Units, if such Partnership Units rank (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arm's length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 7 and Article XIV of the Partnership Agreement, this Section 7 shall control.

Certain Voting Rights. So long as any Series K D Preferred --------------------- Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders Holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (c) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units Units, or (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest or (c) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons Persons who are not affiliates Affiliates of the Partnership Partnership, or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders Holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a1) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders Holders of the Series K D Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K D Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.having

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership InterestInterests, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such Partnership Interests; provided, however, that no such vote of the holders of the Series C Preferred Units shall be required if, at or prior to the time when such action is to take effect, the Partnership provides for the redemption of all of the Series C Preferred Units then outstanding, (ii) authorize or create, or increase the authorized or issued amount of, any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Parity Preferred Units or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate JMB Realty Corporation or any of the Partnershipits Affiliates, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates other than JMB Realty Corporation or any of its Affiliates (provided that the Partnership may issue Parity Preferred Units corresponding to convertible preferred stock issued by the General Partner in a public offering to JMB Realty Corporation and its Affiliates up to the extent necessary for JMB Realty Corporation and its Affiliates to maintain their percentage ownership of the Partnership General Partner's common stock on a fully diluted basis) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (includingAgreement, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking either (A) junior to the Series C Preferred Units are not issued with respect to an affiliate of distributions and rights upon liquidation, dissolution or winding-up, or (B) on a parity with the PartnershipSeries C Preferred Units with respect to distributions and rights upon liquidation, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipdissolution or winding-up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the holders of Series C Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K B Preferred Partnership Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of the holders of at least two-thirds of the Series K B Preferred Partnership Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Partnership Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security securities convertible into or evidencing the right to purchase any such Partnership Interests Interests, but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than (a) issuances to the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (b) issuances to affiliates other than the General Partner upon terms no more favorable to such affiliates than those that the General Partner, in the good faith determination of the disinterested members of its Board of Directors, would be willing to offer to an unrelated party in an arm's length transaction (each of (a) and (b) an "Affiliate Parity Placement"), or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19Amendment), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Partnership Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Partnership Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for Partnership Units, other interests in such entity having substantially the same terms and rights as the Series K B Preferred Partnership Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Partnership Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking either (a) junior to the Series B Preferred Partnership Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up or (b) on a parity with the Series B Preferred Partnership Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipin an Affiliate Parity Placement, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In addition to the foregoing, the Partnership will not (x) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Preferred Limited Partner to exercise its rights set forth herein to effect in full an exchange or redemption pursuant to Section 7, except with the written consent of such Preferred Limited Partner; or (y) amend, alter, or repeal or waive Sections 7.5 and 11.6.E(x) of the Partnership Agreement without the affirmative vote of at least two-thirds of the Series B Preferred Partnership Units outstanding at the time. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Partnership Units shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

Certain Voting Rights. So long as any Series K I Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K I Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K I Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without 117 limitation, this Article 1922 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K I Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K I Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K I Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K I Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K I Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time, (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize create in favor of or create, or increase issue to an affiliate of the authorized or issued amount of Partnership any Parity Preferred Units or reclassify any Partnership Interest of the Partnership held by an affiliate of the Partnership into any such Partnership Interest or create, authorize or issue in favor of or to any affiliate of the Partnership any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the PartnershipUnits, other than to the General Partner Trust to the extent the issuance of such interests was to allow the General Partner Trust to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, or this Article 19)Amendment, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with without a change to the terms thereof unchangedthereof, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Series B Preferred Units and the holders of the Series K Preferred Units; thereof, and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Trust to the extent the issuance of such interests was to allow the General Partner Trust to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K Y Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds a majority of the Series K Y Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K Y Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership InterestsInterests (for this purpose, partnership interests that rank in parity with the Series A, B and C Preferred Units or other series with equivalent parity, shall not be treated as ranking senior to, and shall be treated as in parity with, the Series Y Preferred Units and any other series that rank in parity with the Series Y Preferred Units); (ii) authorize designate or create, or increase the authorized or issued amount of of, any Parity Preferred Units or reclassify any authorized Partnership Interest of the Partnership Interests into any such Partnership Interest Parity Preferred Units, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests shares, but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the PartnershipPartnership on terms that differ from the terms of any Parity Preferred Units issued to the public or non-Affiliates of the Partnership (for purposes of this Section 6(b)(ii), other than an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership Affiliates); or (iii) either (A) exchange shares, consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Y Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K Y Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K Y Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Y Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Y Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series Y Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series Y Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than Partnership (an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, ) such issuance shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. Notwithstanding anything to the contrary contained in this Section 6, if holders of a majority of the Series Y Preferred Units do not approve of a proposed action by the Partnership described in clause (iii) of the immediately preceding sentence which, in the reasonable judgment of the Partnership, results in the holders of Series Y Preferred Units having substantially the same terms and rights as the Series Y Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, and the holders of a majority of the Series Y Preferred Units do not affirmatively vote in favor of such proposed action, then the Partnership may proceed with such proposed action and the sole remedy of the holders of the Series Y Preferred Units shall be the acceleration of the exchange date relating to the Series Y Preferred Units, as set forth in Section 8 of this Amendment. In the event of any conflict between the provisions of Section 4.2 of the Partnership Agreement and the provisions of this Section 6, the provisions of this Section 6 shall control.

Certain Voting Rights. So long as any Series K B Preferred Units remain --------------------- outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than Partnership (unless issued to the General Partner to the extent insofar as the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the Partnership, or (2) to persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party); or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19the first paragraph of Section 3.1(F) thereof), whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea -------- ------- merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, -------- further that any increase in the amount of Partnership Interests or the creation ------- or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity obligation or security convertible into or evidencing the right to purchase any such Partnership Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than (unless issued to the General Partner to the extent the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the PartnershipPartnership or (2) persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers of the Series B Preferred Units. In the event of any conflict between the provisions of Section 17 of the Partnership Agreement and the provisions of this Section 7, the provisions of this Section 7 shall control.

Certain Voting Rights. So long as any Series K H Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K H Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K H Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1921 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K H Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K H Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K H Preferred Units for other interests in such entity having 132 138 substantially the same terms and rights as the Series K H Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K H Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership Partnership; or (iii) either consolidate(A) exchange shares with, consolidate with, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as are the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, such issuance shall not be deemed to materially and adversely affect such rights, preferences, preferences privileges or voting powers. In the event of any conflict between the provisions of Section 14.2 of the Partnership Agreement and the provisions of this SECTION 6, the provisions of this SECTION 6 shall control.

Certain Voting Rights. So long as any Series K A Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests OP Units ranking prior senior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or (B) reclassify any Partnership Interests OP Units of the Partnership into any such Partnership Interestsenior OP Units, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestssenior OP Units, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units (or any OP Units which purport to be on parity with the Series A Preferred Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up), or (B) reclassify any Partnership Interest of the Partnership OP Unit into any such Partnership Interest Parity Preferred Units (or any OP Units which purport to be on parity with the Series A Preferred Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up), or (C) create, authorize or issue any obligations obligation or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units (or any OP Units which purport to be on parity with the Series A Preferred Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up), but only to the extent such Parity Preferred Units (or any OP Units which purport to be on parity with the Series A Preferred Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up) are issued to an affiliate (as defined in Section 14) of the Partnership, other than unless (y) such affiliate is the General Partner and such Parity Preferred Units (or any OP Units which purport to be on parity with the extent the issuance of such interests was Series A Preferred Units as to allow the General Partner either (but not both) distributions or rights upon dissolution, liquidation or winding-up) correspond to issue corresponding preferred stock shares issued to persons who are not affiliates a nonaffiliate of the Partnership or (z) such Parity Preferred Units (or any OP Units which purport to be on parity with the Series A Preferred Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up) are issued upon terms determined by the General Partner's Board of Directors (such determination to include the affirmative approval of a majority of all disinterested directors) to be no more favorable to the holders thereof than those it would offer in an arm's length transaction to an unrelated party; or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner case, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity entity, or after a date not sooner than the date which is three (3) years after the date hereof, a corporation (or other nonpass-through entity), in each case, organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.the

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred stock shares to persons who are not affiliates Affiliates of the Partnership Partnership; or (iii) either (A) consolidate, merge into or with, or (other than in a manner which results in a liquidation of the Partnership and the distributions provided for in Section 16.5 hereof (which distributions must be in the form of Series B Preferred Shares at any time prior to the fifth (5th) anniversary of the date hereof)) convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units (and shall not require the vote or consent of any of the holders of the Series B Preferred Units); and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers (and shall not require the vote or consent of any of the holders of the Series B Preferred Units).

Certain Voting Rights. So long as any Series K C Preferred Units remain --------------------- outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than Partnership (unless issued to the General Partner to the extent insofar as the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the Partnership, or (2) to persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party); or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19the first paragraph of Section 3.1(F) thereof), whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity obligation or security convertible into or evidencing the right to purchase any such Partnership Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than (unless issued to the General Partner to the extent the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the PartnershipPartnership or (2) persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers of the Series C Preferred Units. In the event of any conflict between the provisions of Section 17 of the Partnership Agreement and the provisions of this Section 7, the provisions of this Section 7 shall control.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, provided that the foregoing shall not apply if such class or series is of a priority equal to either the Series C Preferred Units, the Series D Preferred Units or the Common Units in all respects but that could have a priority with respect to the Series B Preferred Units upon a liquidation of the Partnership solely by reason of the fact that either Section 1.F of Exhibit C to the Partnership Agreement does not apply to the Series B Preferred Units or the allocation of Net Income provided for in Section 6.A(iii) precedes the allocation of Net Income provided for in Section 6.A(iv); (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest Parity Preferred Units or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than unless (A) such Affiliate is the General Partner and such Parity Preferred Units correspond to the extent the issuance of such interests was preferred shares issued to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates a nonaffiliate of the Partnership or (B) such Parity Preferred Units are issued upon terms determined by the General Partner's Board of Trustees to be no more favorable than those it would offer in an arm's length transaction to an unrelated party; or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19Section 4.2(B) thereof), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, or (3) such merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety would constitute a Reorganization Event entitling the holders to elect redemption under Section 4(d) hereof, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up but only to the extent such Partnership Interests represented by Junior are issued to an Affiliate of the Partnership unless (A) such Affiliate is the General Partner and such Parity Preferred Units correspond to preferred shares issued to a nonaffiliate of the Partnership or (B) such Parity Preferred Units are not issued upon terms determined by the General Partner's Board of Trustees to be no more favorable than it would offer in an arm's length transaction to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipunrelated party, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.. In the event of any conflict between the provisions of

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership Partnership; or (iii) either consolidate(A) exchange shares with, consolidate with, merge into or with, or convey, transfer or lease its assets substantially as an entirety toentirety, to any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided: PROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, such issuance shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. In the event of any conflict between the provisions of Section 14.2 of the Partnership Agreement and the provisions of this SECTION 6, the provisions of this SECTION 6 shall control.

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred stock shares to persons who are not affiliates Affiliates of the Partnership Partnership; or (iii) either (A) consolidate, merge into or with, or (other than in a manner which results in a liquidation of the Partnership and the distributions provided for in Section 17.5 hereof (which distributions must be in the form of Series C Preferred Shares at any time prior to the fifth (5th) anniversary of the date hereof)) convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units (and shall not require the vote or consent of any of the holders of the Series C Preferred Units); and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Entity to the extent the issuance of such interests was to allow the General Partner Entity to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers (and shall not require the vote or consent of any of the holders of the Series C Preferred Units).

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, that restrictions contained in this clause (ii) of this Paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arm's length terms; and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates Affiliates of the Partnership or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series C Preferred Units, if such Partnership Units rank (y) junior to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arm's length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 8 and Article XIV of the Partnership Agreement, this Section 8 shall control.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than Partnership (unless issued to the General Partner to the extent insofar as the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the Partnership, or (2) to persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party); or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19the first paragraph of Section 3.1(F) thereof), whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; providedPROVIDED, howeverHOWEVER, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K B Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, PROVIDED FURTHER that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity obligation or security convertible into or evidencing the right to purchase any such Partnership Interests, in each case ranking (y) junior to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than (unless issued to the General Partner to the extent the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the PartnershipPartnership or (2) persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers of the Series B Preferred Units. In the event of any conflict between the provisions of Section 17 of the Partnership Agreement and the provisions of this Section 7, the provisions of this Section 7 shall control.

Certain Voting Rights. So long as any Series K Preferred F Preference Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred F Preference Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior Units senior to the Series K Preferred F Preference Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or (B) reclassify any Partnership Interests of the Partnership into any such Partnership Interestsenior Units, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestssenior Units, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or any Units which purport to be on parity with the Series F Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, or (B) reclassify any Partnership Interest of the Partnership Units into any such Partnership Interest Parity Preferred Units or Units which purport to be on parity with the Series F Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Parity Preferred Units or Units which purport to be on parity with the Series F Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, but only to the extent such Parity Preferred Units or any Units which purport to be on parity with the Series F Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up issued pursuant to this clause (ii) are issued to an affiliate any “affiliate” (as such term is defined in Rule 144 of the Partnership, General Rules and Regulations under the Securities Act of 1933) of the Partnership (other than the General Partner Company to the extent the issuance of such interests was to allow the General Partner Company to issue corresponding preferred stock Preferred Stock to persons who are not affiliates Affiliates of the Partnership Partnership) or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred F Preference Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership’s assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K Preferred F Preference Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K Preferred F Preference Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred F Preference Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred F Preference Units; . Notwithstanding anything to the contrary contained in clause (ii) above, the Partnership may (x) create additional classes and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued and Units junior to an affiliate the Series F Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, (y) increase the authorized number of Parity Preferred Units and Units junior to the Series F Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, and (z) issue additional classes and series of Parity Preferred Units and Units junior to the Series F Preference Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or both, without the consent of any holders of Series F Preference Units, to any “affiliate” of the Partnership, other than Partnership (as such term is defined in Rule 144 of the General Partner Rules and Regulations under the Securities Act of 1933), provided that any such Parity Preferred Units or Units which purport to be on parity with the extent Series F Preference Units as to either (but not both) distributions or rights upon dissolution, liquidation or winding-up, are issued with the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates consent of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powersmajority of the independent directors of the Company’s board of directors.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Interests, but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for Units, other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity with the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain --------------------- remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to -------- ------- the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-pass- through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, that any increase -------- ------- in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K E Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K E Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K E Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, however, that restrictions contained in this clause (ii) of this paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arms’ length terms, and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates of Affiliates or the Partnership Partnership, or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K E Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K E Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K E Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K E Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K E Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series E Preferred Units, if such Partnership Units rank (y) junior to the Series E Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series E Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, however, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arms’ length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 7 and Article XIV of the Partnership Agreement, this Section 7 shall control.

Certain Voting Rights. So long as any Series K X Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds a majority of the Series K X Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K X Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership InterestsInterests (for this purpose, partnership interests that rank in parity with the Series A, B and C Preferred Units or other series with equivalent parity, shall not be treated as ranking senior to, and shall be treated as in parity with, the Series X Preferred Units and any other series that rank in parity with the Series X Preferred Units); (ii) authorize designate or create, or increase the authorized or issued amount of of, any Parity Preferred Units or reclassify any authorized Partnership Interest of the Partnership Interests into any such Partnership Interest Parity Preferred Units, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests shares, but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the PartnershipPartnership on terms that differ from the terms of any Parity Preferred Units issued to the public or non-Affiliates of the Partnership (for purposes of this Section 6(b)(ii), other than an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership Affiliates); or (iii) either (A) exchange shares, consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K X Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea share exchange, merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a1) the Partnership is the surviving entity and the Series K X Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K X Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K X Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K X Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (y) junior to the Series X Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series X Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than Partnership (an issuance to the General Partner shall not be treated as an issuance to an Affiliate of the Partnership to the extent the issuance of such interests Partnership Interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates Affiliates of the Partnership, ) such issuance shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. Notwithstanding anything to the contrary contained in this Section 6, if holders of a majority of the Series X Preferred Units do not approve of a proposed action by the Partnership described in clause (iii) of the immediately preceding sentence which, in the reasonable judgment of the Partnership, results in the holders of Series X Preferred Units having substantially the same terms and rights as the Series X Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, and the holders of a majority of the Series X Preferred Units do not affirmatively vote in favor of such proposed action, then the Partnership may proceed with such proposed action and the sole remedy of the holders of the Series X Preferred Units shall be the acceleration of the exchange date relating to the Series X Preferred Units, as set forth in Section 8 of this Amendment. In the event of any conflict between the provisions of Section 4.2 of the Partnership Agreement and the provisions of this Section 6, the provisions of this Section 6 shall control.

Certain Voting Rights. So long as any Series K I Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K I Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K I Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or 119 convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1922 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K I Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K I Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K I Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K I Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K I Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units Shares remain outstanding, the Partnership Company shall not, without the affirmative vote of the holders of at least two-two thirds of the Series K B Preferred Units Shares outstanding at the time (i) authorize (A) designate or create, or increase the authorized or issued amount of, any class or series of Partnership Interests shares ranking prior senior to the Series K B Preferred Units Shares with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests authorized shares of the Partnership Company into any such Partnership Interestshares, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interestsshares, (ii) authorize (A) designate or create, or increase the authorized or issued amount of of, any Parity Preferred Units or Shares, (B) reclassify any Partnership Interest authorized shares of the Partnership Company into any such Partnership Interest a Parity Preferred Shares or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Share; provided, that restrictions contained in the clause (ii) of this Paragraph (c) shall apply only to the extent such Parity Preferred Units Shares that are issued to an affiliate Affiliate of the Partnership, Company other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership on arm's length terms, or (iii) either (A) consolidate, or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity entity, or (B) amend, alter or repeal the provisions of the Partnership Agreement Company's Charter (including, without limitation, this Article 19)including these Articles Supplementary) or By-laws, whether by merger, consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units Shares or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a) the Partnership Company is the surviving entity and the Series K B Preferred Units remain Shares remains outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity corporation organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for Shares other interests in such entity Preferred Shares having substantially the same terms and same rights as the Series K B Preferred UnitsShares, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K B Preferred UnitsShares; and provided further, that any increase in the amount of Partnership Interests authorized Preferred Shares or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units Preferred Shares or Parity Preferred Units are not issued to any increase in an affiliate amount of the Partnership, other than the General Partner to the extent the issuance authorized shares of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipeach class or series, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series B Preferred Shares, if such Series B Preferred Shares rank (y) junior to the Series B Preferred Shares with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity with the Series B Preferred Shares with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, that any Series B Preferred Shares issued in reliance on the preceding clause (z) shall not have been issued to an Affiliate of the Company or are issued to such Affiliate on arm's length terms. In the event of any conflict or inconsistency between this Section 6 and Sections 8.2, 10.1 and 10.3 of the Charter, this Section 6 shall control.

Certain Voting Rights. So long as any Series K C Preferred Units remain --------------------- remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-two- thirds of the Series K C Preferred Units outstanding at the time time, (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-winding- up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize create in favor of or create, or increase issue to an affiliate of the authorized or issued amount of Partnership any Parity Preferred Units or reclassify any Partnership Interest of the Partnership held by an affiliate of the Partnership into any such Partnership Interest or create, authorize or issue in favor of or to any affiliate of the Partnership any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the PartnershipUnits, other than to the General Partner Trust to the extent the issuance of such interests was to allow the General Partner Trust to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, or this Article 19)Amendment, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with without a change to the terms thereof unchangedthereof, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the Series C Preferred Units and the holders of the Series K Preferred Units; thereof, and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, to the extent such Partnership Interests are not issued to an affiliate of the Partnership, other than the General Partner Trust to the extent the issuance of such interests was to allow the General Partner Trust to issue corresponding preferred stock shares to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K G Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K G Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K G Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or 103 issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1920 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K G Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K G Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K G Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K G Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K G Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K B Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K B Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up up, or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Interests, but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity entity, or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Article, whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K B Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K B Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K B Preferred Units for Units, other interests in such entity having substantially the same terms and rights as the Series K B Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K B Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series B Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.such

Certain Voting Rights. So long as any Series K C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (iA) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership InterestInterests, or create, authorize or issue any obligations or securities convertible into or evidencing the right to purchase any such Partnership Interests; provided, however, that no such vote of the holders of the Series C Preferred Units shall be required if, at or prior to the time when such action is to take effect, the Partnership provides for the redemption of all of the Series C Preferred Units then outstanding, (B) authorize or create, or increase the authorized or issued amount of, any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Parity Preferred Units or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate JMB Realty Corporation or any of the Partnershipits Affiliates, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates other than JMB Realty Corporation or any of its Affiliates (provided that the Partnership may issue Parity Preferred Units corresponding to convertible preferred stock issued by the General Partner or any Member thereof in a public offering to JMB Realty Corporation and its Affiliates up to the extent necessary for JMB Realty Corporation and its Affiliates to maintain their percentage ownership of the Partnership General Partner's or any Members' common stock on a fully diluted basis) or (iiiC) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (includingAgreement, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking either (1) junior to te Series C Preferred Units are not issued with respect to an affiliate of distributions and rights upon liquidation, dissolution or winding-up, or (2) on a parity with the PartnershipSeries C Preferred Units with respect to distributions and rights upon liquidation, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnershipdissolution or winding-up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers and no vote of the holders of Series C Preferred Units shall be required in such case.

Certain Voting Rights. So long as any Series K D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K D Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or up, (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or Units, (B) reclassify any Partnership Interest of the Partnership into any such Partnership Interest a Parity Preferred Unit, or (C) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but Parity Preferred Unit; provided, however, that restrictions contained in this clause (ii) of this paragraph (b) shall apply only to the extent such Parity Preferred Units that are issued to an affiliate Affiliate of the Partnership, Partnership other than on arms' length terms, and to no other issuance, including, without limitation, an issuance to the General Partner to Partner, the extent the issuance purpose of such interests was which is to allow the General Partner to issue corresponding preferred stock Shares to persons who are not affiliates of Affiliates or the Partnership Partnership, or (iii) either consolidate, (A) consolidate or merge into or with, or convey, transfer or lease its assets substantially as an entirety to, with any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19)Agreement, whether by merger, merger or consolidation or otherwise, in each case in such a manner way that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea merger or consolidation, so long as (a1) the Partnership is the surviving entity and the Series K D Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation and such entity substitutes for U.S. federal income tax purposes and (III) substitutes the Series K D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such the rights, privileges or voting powers of the holders of the Series K D Preferred Units; and provided provided, further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the PartnershipInterests, shall not be deemed to materially and adversely affect such the rights, preferences, privileges or voting powerspowers of the Series D Preferred Units, if such Partnership Units rank (y) junior to the Series D Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, or (z) on a parity with the Series D Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up; provided, however, that any Preferred Units issued in reliance on the preceding clause (z) shall have been issued to an Affiliate of the Partnership on arms' length terms, or to the General Partner in order to allow the General Partner to issue corresponding preferred Shares to persons who are not Affiliates of the Partnership. In the event of any conflict or inconsistency between this Section 8 and Article XIV of the Partnership Agreement, this Section 8 shall control.

Certain Voting Rights. The Series D Preferred Partner shall not have any voting rights or rights to consent to any Partnership matter requiring the consent or approval of Partners, except as set forth below. So long as any Series K D Preferred Units remain Equity Balance remains outstanding, the Partnership shall not, without the affirmative vote of the holders of Series D Preferred Partners holding at least two-thirds (2/3rds) of the Series K D Preferred Units outstanding Equity Balance at the time time, (ix) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K D Preferred Units Equity with respect to payment of distributions or rights upon liquidation, dissolution dissolution, or winding-winding up (including, without limitation, any future issuances of Preferred Equity), or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or exchangeable for or evidencing the right to purchase any such Partnership Interests, (iiy) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity entity, or amendamend or alter Sections 1.2, alter 1.3, 1.4, 5.1, 5.2(a)(i), 5.5, 5.7(a), 6.10, 8.1(a), 8.1(c), or repeal the provisions 11.1(a)(5) of the Partnership Agreement (includingor any other sections of the Partnership Agreement which would affect such sections, without limitationor the rights or obligations of the Series D Preferred Partner under the Partnership Agreement, or this Article 19)Annex, whether by merger, consolidation consolidation, amendment or otherwise, in each such case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power rights of the Series K D Preferred Units Equity or the holders thereofSeries D Preferred Partner; provided, however, that with respect to the occurrence of any event set forth in clause (iiiy) above, so long as (a1) the Partnership is the surviving entity and the Series K D Preferred Units remain Equity remains outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company company, or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation state and substitutes for U.S. federal income tax purposes and (III) substitutes the Series K D Preferred Units for Equity other interests in such entity having substantially the same terms and rights as the Series K D Preferred UnitsEquity, including with respect to distributions, redemptions, transfers, voting rights rights, and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders rights of the Series K D Preferred UnitsPartner; and provided further, that any increase or issuance in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the PartnershipInterests, other than the General Partner in each case ranking (a) junior to the extent Series D Preferred Equity with respect to payment of distributions or the issuance distribution of such interests was assets upon liquidation, or (b) on a parity to allow the General Partner Series D Preferred Equity with respect to issue corresponding preferred stock to persons who are not affiliates payment of distributions or the Partnership, distribution of assets upon liquidation shall not be deemed to materially and adversely affect such rights. Notwithstanding anything to the contrary contained herein or in the Partnership Agreement, preferencesin determining what is a class or series ranking senior, privileges or voting powerson parity to the Series D Preferred Equity, the 19.95% Profits Allocation Limit shall be disregarded. IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 of the Partnership Agreement, on behalf of all of the Partners have entered into this Annex as of the date first above written. TAUBMAN CENTERS, INC., a Michigan corporation By: /s/ Xxxxxx X. Xxxxxxx --------------------- Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer ------------------------------------- TG PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership By: TG Michigan, Inc., a Michigan Corporation, Managing General Partner By: /s/ Xxxxxx X. Xxxxxxx --------------------- Xxxxxx X. Xxxxxxx Its: President and ------------- Chief Executive Officer ----------------------- XXXX-CO MANAGEMENT, INC., a Michigan corporation By: /s/ Xxxxxx X. Xxxxxxx --------------------- Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer ------------------------------------- SCHEDULE A Attachment to the Certificate of Amendment to the Articles of Incorporation of Taubman Centers, Inc.

Certain Voting Rights. So long as any Series K F Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K F Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K F Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the 107 113 Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1919 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K F Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K F Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K F Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K F Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K F Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K J Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K J Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K J Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1918), whether by merger, consolidation or otherwise, in each case in a manner that would materially and 93 101 adversely affect the powers, special rights, preferences, privileges or voting power of the Series K J Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K J Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K J Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K J Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K J Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K I Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K I Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K I Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1922 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K I Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K I Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K I Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K I Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K I Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units that are not issued to an affiliate of the Partnership, other than the General Partner or the Operating Partnership to the extent the issuance of such interests was to allow the General Partner or the 144 150 Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership or the Operating Partnership), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K A Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior senior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests Interests, but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any statestate and substitutes, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K A Preferred Units for Units, other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred Units --------------------- remain outstanding, the Partnership shall not, without the affirmative vote of the holders Holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1917), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders Holders thereof; provided, however, that with respect to -------- ------- the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-pass- through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders Holders of the Series K C Preferred Units; and provided further, that any increase in the amount of Partnership Interests or -------- ------- the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series C Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred Units remain --------------------- outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, ; (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate Affiliate of the Partnership, other than Partnership (unless issued to the General Partner to the extent insofar as the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the Partnership, or (2) to persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party); or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19the first paragraph of Section 3.1(F) thereof), whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) abovea -------- ------- merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (al) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b2) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K C Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K C Preferred Units; and provided further, -------- further that any increase in the amount of Partnership Interests or the creation ------- or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity obligation or security convertible into or evidencing the right to purchase any such Partnership Interests, in each case ranking (y) junior to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (z) on a parity to the Series C Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interests are not issued to an affiliate Affiliate of the Partnership, other than (unless issued to the General Partner to the extent the issuance of such interests was to allow is in connection with the issuance by the General Partner to issue of corresponding preferred stock either (1) to persons who are not affiliates Affiliates of the PartnershipPartnership or (2) persons who are Affiliates of the Partnership upon terms no more favorable to such Affiliates than those it would offer in an arm's length transaction to an unrelated party), shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powerspowers of the Series C Preferred Units. In the event of any conflict between the provisions of Section 17 of the Partnership Agreement and the provisions of this Section 7, the provisions of this Section 7 shall control.

Certain Voting Rights. So long as any Series K A Preferred Units remain --------------------- remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K A Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K A Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K A Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K A Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-pass- through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K A Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K A Preferred Units; and provided further, further that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Certain Voting Rights. So long as any Series K C Preferred Units remain remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K C Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than AMB or the General Partner Operating Partnership to the extent the issuance of such interests was to allow AMB or the General Partner Operating Partnership to issue corresponding preferred stock or preferred interests to persons who are not affiliates of the Partnership (other than AMB to the extent AMB issues corresponding preferred stock to persons who are not affiliates of the Partnership or the Operating Partnership) or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 1916 and Section 11.2), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K C Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K C Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes state and (III) substitutes the Series K C Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.having