Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E H Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E H Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E H Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E H Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (iA) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E A Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock (as such terms are defined herein or in the Articles of Incorporation) to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation of the General Partner (the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series F Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E F Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E F Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E F Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter")), or Junior Stock Shares (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series D Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E D Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E D Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E D Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter")), or Junior Stock Shares (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E G ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series G Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other ------------ property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series G Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E G Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E G Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E G Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter")), or Junior Stock Shares ------- (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E H ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series H Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other ------------ property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series H Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E H Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E H Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E H Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter")), or Junior Stock Shares ------- (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsPartnership Units ranking junior to the Series B Preferred Units as to distributions and upon liquidation, winding-up or dissolution, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Charter) or Junior Stock Shares (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter Declaration of Trust of the General Partner (the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 16.3.C(ii), so long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series B Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity A Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E A Preferred Shares and any Shares, Parity Preferred Stock (including Series B Preferred Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E B Cumulative Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of OP Units of the Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Cumulative Preferred Units (collectively, "SERIES B JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Cumulative Preferred Units, any Series B Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Series B Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Cumulative Preferred Units and all classes and series of outstanding Series B Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsOP Units ranking junior to the Series B Cumulative Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, (b) the exchange conversion of Series B Junior Units or Series B Parity Preferred Units into Partnership Interests OP Units of the Partnership ranking junior to the Series E B Cumulative Preferred Units as to distributions and rights upon a voluntary and or involuntary liquidation, dissolution or winding winding-up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of OP Units corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock (as defined in the Series A Articles Supplementary) to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E I Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E I Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E I Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, "Units Junior Unitsto Series E"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Series E Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid Units Junior to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred UnitsSeries E, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred Units and all classes and series of outstanding Series E Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Partnership Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution, (b) the conversion of Units Junior to Series E or Series E Parity Preferred Units into Partnership Units ranking junior to the Series E Preferred Units as to distributions and upon liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Charter) or Junior Stock Shares (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter Declaration of Trust of the General Partner (the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E F Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E F Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E F Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E C Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; , provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E C Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; , provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation of the General Partner (the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership Units ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, winding-up or dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares and any (as hereinafter defined), Parity Preferred Stock with respect to distributions Shares (as such term is defined in the Declaration of Trust of the General Partner, as supplemented (the "Charter")), or Junior Stock Shares (as such term is defined in the Charter) to be purchased by AMB the General Partner pursuant to Article 3 of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 3 of the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series E M Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units, the Series O Preferred Units and the Series P Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity M Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series O Preferred Units and Series P Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E M Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares, Series O Preferred Shares and any Parity Series P Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 16.3.C(ii), so long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity A Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E A Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and any Parity Series L Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series E M Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity M Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E M Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares and any Parity Series L Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Interests of the Partnership ranking junior as to the payment of distributions to Parity Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation of the General Partner (the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT Charter.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 21.3 C (ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series A-4 Preferred Unit Distribution Periods on the Series A-4 Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A-4 Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-4 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-4 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series A-4 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant REIT for federal income tax purposes. With respect to the REIT Charter.Series A-4 Preferred Units, all references in this Article 21 to “past Series A-4

Priority as to Distributions. (i) So Except to the extent set forth in Section 22.3.C(ii) and Section 22.3.C(iii), so long as any Series E O Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units, the Series M Preferred Units and the Series P Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity O Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series 103 M Preferred Units and Series P Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E O Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E O Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares, Series O Preferred Shares and any Parity Series P Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series B Preferred Units, the Series J Preferred Units and the Series K Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are 108 authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series A Preferred Shares, Series B Preferred Shares, Series J Preferred Shares and any Parity Series K Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E 3 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Units or any other class or series of equity securities of the Partnership Interest represented by ranking junior to the Series 3 Preferred Units as to the payment of distributions (such Common Units or other junior equity securities, collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 3 Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E 3 Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodswith respect to distributions have been paid in full. The foregoing sentence will not prohibit (ai) distributions payable solely in shares of Junior Units, (bii) the exchange conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 3 Preferred Stock or other equity securities of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidationGeneral Partner, dissolution regardless of class or winding up of the Partnershipseries, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation, and (iv) the redemption of Series 3 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 3 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series E M Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units and the Series O Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity M Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series O Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E M Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E M Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares and any Parity Series O Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E B Preferred Units units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsof the Partnership ranking junior to the Series B Preferred Units as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of or outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article NINTH of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article NINTH of the REIT Charter.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 23.2.C(ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series H Preferred Unit Distribution Periods on the Series H Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common Units and all classes and or any other class or series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E H Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common Units or any other classes or series of Partnership Interests ranking junior to or on parity with the Series H Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, Partnership nor shall any Common Units or (c) distributions necessary any other classes or series of Partnership Interests ranking junior to enable or on parity with the Operating Partnership to redeem partnership interests corresponding to Series E H Preferred Shares and any Parity Preferred Stock with respect Units as to distributions or Junior Stock as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by AMB the Partnership (except by conversion into or exchange for Common Units or any other classes or series of Partnership Interests ranking junior to the Series H Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership and except for purchases of Series H Preferred Units in connection with the General Partner’s purchase of REIT Series H Preferred Shares pursuant to the REIT Charter to preserve AMB's status Series H Articles Supplementary for the purpose of preserving the General Partner’s qualification as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.for

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to 103 any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series B Preferred Units, the Series J Preferred Units and the Series K Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units and Series K Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares and any Parity Series K Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (ia) So long Except as any Series E Preferred Units are outstandingprovided in Section 3.C(iii)(b) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Common Units, LTIP Units or any other Partnership Interests of any other class or series ranking, as to distributions, on parity with or junior to the Series A Preferred Units (other than a distribution paid in Common Units, LTIP Units or any other Partnership Interests of Partnership Interest represented by Junior Unitsany class or series ranking junior to the Series A Preferred Units as to distributions and upon liquidation) for any period, nor shall any Junior Common Units, LTIP Units or Parity any other Partnership Interests of any class or series ranking, as to distributions, on parity with or junior to the Series A Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or consideration, nor shall any monies funds be paid to or made available for a sinking fund for the redemption of any such Junior Units units, and no other distribution of cash or Parity Preferred Units) other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Common Units, LTIP Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into any Partnership Interests of the Partnership any class or series ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up except for the redemption of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests Interests corresponding to any shares of Series E Preferred Shares and any Parity A Preferred Stock with respect to distributions or Junior Stock any other REIT Shares to be purchased by AMB STAG REIT pursuant to the REIT provisions of Article VI of the Charter or Section 9 of the Articles Supplementary to the extent necessary to preserve AMB's the STAG REIT’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the purchase or acquisition of any shares of Series A Preferred Stock or any other shares of capital stock of STAG REIT Charterranking on parity with the Series A Preferred Stock as to payment of dividends and upon liquidation pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock), unless full cumulative distributions on the Series A Preferred Units for all past Series A Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series M Preferred Units, the Series O Preferred Units and the Series P Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units, Series O Preferred Units and Series P Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series M Preferred Shares, Series O Preferred Shares and any Parity Series P Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or 104 authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and any Parity Series M Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series E M Preferred Units are outstanding, no distribution of cash or 108 other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series B Preferred Units, the Series J Preferred Units, the Series K Preferred Units and the Series L Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity M Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series B Preferred Units, Series J Preferred Units, Series K Preferred Units and Series L Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E M Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E M Preferred Shares, Parity Preferred Stock (including Series B Preferred Shares, Series J Preferred Shares, Series K Preferred Shares and any Parity Series L Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E C Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; , provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.. 64 70

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series M Preferred Units and the Series O Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units, Series M Preferred Units and Series O Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series M Preferred Shares and any Parity Series O Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E A ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property (other than capital stock ------------- of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E A Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the REIT CharterCharter or such other comparable provisions.

Priority as to Distributions. (i) So Except to the extent set forth in Section 20.3.C(ii), so long as any Series E L Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity L Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series J Preferred Units, Series K Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E L Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E L Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares and any Parity Series M Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 23.3.C(ii) and Section 23.3C(iii), so long as any Series E P Preferred Units are outstanding, no distribution of cash or 107 other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units, the Series M Preferred Units and the Series O Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity P Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units, Series M Preferred Units and Series O Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E P Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E P Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares, Series M Preferred Shares and any Parity Series O Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 22.3.C(ii), so long as any Series E O Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to 102 any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series J Preferred Units, the Series K Preferred Units, the Series L Preferred Units and the Series M Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity O Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series J Preferred Units, Series K Preferred Units, Series L Preferred Units and Series M Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E O Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E O Preferred Shares, Parity Preferred Stock (including Series J Preferred Shares, Series K Preferred Shares, Series L Preferred Shares and any Parity Series O Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior UnitsUnit, nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for including the redemption of any such Junior Series A Preferred Units or Parity Series C Preferred Units) by the Partnership (except by conversion into with respect to distributions or exchange for other any Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E D Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to the payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to (including the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipSeries C Preferred Units) into Junior Units, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any REIT Series E D Preferred Shares and any (as hereinafter defined), Parity Preferred Stock Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series D Preferred Shares (the "Series D -------- Articles Supplementary") with respect to distributions or Junior ---------------------- Stock (as defined in the Series D Articles Supplementary) to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (ia) So long Except as any Series E Preferred Units are outstandingprovided in Section 2.C(iii)(b) of this Exhibit G below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Common Units, LTIP Units or any other Partnership Interests of any other class or series ranking, as to distributions, on parity with or junior to the 7.125% Series B Cumulative Redeemable Preferred Units (other than a distribution paid in Common Units, LTIP Units or any other Partnership Interests of Partnership Interest represented by Junior Unitsany class or series ranking junior to the 7.125% Series B Cumulative Redeemable Preferred Units as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the Partnership) for any period, nor shall any Junior Common Units, LTIP Units or Parity any other Partnership Interests of any class or series ranking, as to distributions, on parity with or junior to the 7.125% Series B Cumulative Redeemable Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or consideration, nor shall any monies funds be paid to or made available for a sinking fund for the redemption of any such Junior Units units, and no other distribution of cash or Parity Preferred Units) other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Common Units, LTIP Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into any Partnership Interests of the Partnership any class or series ranking junior to the 7.125% Series E B Cumulative Redeemable Preferred Units as to payment of distributions and the distribution of assets upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable except for the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any shares of Series E Preferred Shares and any Parity B Preferred Stock with respect to distributions or Junior 8.125% Series A Cumulative Redeemable Preferred Stock of the General Partner (“Series A Preferred Stock”) or any other Shares to be purchased by AMB General Partner pursuant to the REIT Charter provisions of Article VII of the Charter, to the extent necessary to preserve AMB's the General Partner ’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT CharterCharter or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the purchase or acquisition of any shares of Series B Preferred Stock or any other shares of capital stock of the General Partner ranking on parity with the Series B Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the General Partner pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock), unless full cumulative distributions on the 7.125% Series B Cumulative Redeemable Preferred Units for all past 7.125% Series B Cumulative Redeemable Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i) So long as any Series E B Preferred ---------------------------- Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or ------------ applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article IX of the REIT Charter Charter) to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IX of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So long as any Series E B Preferred Partnership Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Partnership Units, any Parity Preferred Partnership Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Partnership Units and all classes and series of outstanding Parity Preferred Partnership Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange or conversion of Junior Units or Parity Preferred Partnership Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Partnership Units as to distributions and rights upon involuntary or voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E B Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner's common stock and comparable Charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the REIT CharterCharter or such other comparable provisions.

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property (other than capital stock ------------ of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidationdistributions, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E A Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the Charter or such other comparable provisions, (d) the acquisition of Common Units upon exercise of Put rights pursuant to Section 8.6 (i) with the proceeds of a sale of Common Units or other Junior Units by the Partnership or proceeds received from the General Partner upon a sale of REIT CharterShares or other Junior Stock by the General Partner or (ii) for cash in an amount, which, when taken together with the aggregate amount of all cash paid previously pursuant to this clause (ii), does not exceed $5.0 million, or (e) cash distributions from the proceeds of sales of property of the Partnership pursuant to Section 7.1.A(3).

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "JUNIOR UNITS"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units or any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption Rights in respect of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods(or, in the event of the liquidation of the Partnership, to the extent of respective Capital Account balances of holders of such Series B Preferred Units and outstanding Parity Preferred Units in accordance with Section 13.2 of the Partnership Agreement) have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units (or options, warrants or rights to subscribe for Junior Units), (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and rights upon voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VI of the REIT Charter Declaration of Trust of the General Partner (the "CHARTER") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VI of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series D Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E D Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E D Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E D Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So long as any Series E 4 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Units or any other class or series of equity securities of the Partnership Interest represented by ranking junior to the Series 4 Preferred Units as to the payment of distributions (such Common Units or other junior equity securities, collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 4 Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E 4 Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodswith respect to distributions have been paid in full. The foregoing sentence will not prohibit (ai) distributions payable solely in shares of Junior Units, (bii) the exchange conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 4 Preferred Stock or other equity securities of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidationGeneral Partner, dissolution regardless of class or winding up of the Partnershipseries, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation, and (iv) the redemption of Series 4 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 4 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "UNITS JUNIOR TO SERIES C"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid Units Junior to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred UnitsSeries C, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Units Junior Unitsto Series C or, in accordance with Section 8.6 hereof, common shares of beneficial interest (or any similar equity security) of the General Partner Entity, (b) the exchange conversion of Units Junior Units to Series C or Parity Preferred Units into Partnership Interests Units Junior to Series C or common shares of beneficial interest (or any similar equity security) of the Partnership ranking junior to the Series E Preferred Units as to distributions General Partner Entity, and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares (as those terms are defined in that certain Statement of Designation of Series C Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES C DESIGNATION") establishing the Series C Preferred Shares (as hereinafter defined) to be purchased by AMB the General Partner Entity pursuant to Article Nineteen of the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT CharterDeclaration of Trust.

Priority as to Distributions. (i) So long as any Series E 5 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Units or any other class or series of equity securities of the Partnership Interest represented by ranking junior to the Series 5 Preferred Units as to the payment of distributions (such Common Units or other junior equity securities, collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 5 Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E 5 Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodswith respect to distributions have been paid in full. The foregoing sentence will not prohibit (ai) distributions payable solely in shares of Junior Units, (bii) the exchange conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 5 Preferred Stock or other equity securities of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidationGeneral Partner, dissolution regardless of class or winding up of the Partnershipseries, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation, and (iv) the redemption of Series 5 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 5 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation.

Priority as to Distributions. (i) So long as any Series E 4 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Units or any other class or series of equity securities of the Partnership Interest represented by ranking junior to the Series 4 Preferred Units as to the payment of distributions (such Common Units or other junior equity securities, collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 4 Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E 4 Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodswith respect to distributions have been paid in full. The foregoing sentence will not prohibit (ai) distributions payable solely in shares of Junior Units, (bii) the exchange conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 4 Preferred Stock or other equity securities of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidationGeneral Partner, dissolution regardless of class or winding up of the Partnershipseries, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation, and (iv) the redemption of Series 4 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 4 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation.

Priority as to Distributions. (i) So long as any Series E C ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior to the Series C Preferred Units as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding-up (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or ------------- applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Unitsclasses or series of Partnership Interest ranking junior to the Series C Preferred Units as to the payment of distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and rights upon voluntary and or involuntary liquidation, dissolution or winding up of the Partnershipwinding-up, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB Xxxxxxxx Properties Trust (the "Trust") pursuant to Article VII of the REIT Charter Amended and ----- Restated Declaration of Trust of the Trust (the "Declaration") to preserve AMB----------- the Trust's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterDeclaration, or (d) the purchase, redemption or other acquisition of Common Units made for the purpose of an employee incentive or benefit plan of the Partnership or any subsidiary.

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for including the redemption of any such Junior Series D Preferred Units or Parity and the Series E Preferred Units) by the Partnership (except by conversion into or exchange for other any Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of (including the Partnership ranking junior to Series D Preferred Units and the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits) into Junior Units, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E A Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the REIT CharterCharter or such other comparable provisions.

Priority as to Distributions. (i) So long as any Series E I Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E I Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E I Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.. 116

Priority as to Distributions. (i1) So long Except as any Series E Preferred Units are outstandingprovided in Section 16.3.C.(2) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Common Units or in any other Partnership Interests of any other class or series ranking, as to distributions, on parity with or junior to the Series A Preferred Units (other than a distribution paid in Common Units or any other Partnership Interests of Partnership Interest represented by Junior Unitsany class or series ranking junior to the Series A Preferred Units as to distributions and upon liquidation) for any period, nor shall any Junior Common Units or Parity any other Partnership Interests of any class or series ranking, as to distributions or upon liquidation, on parity with or junior to the Series A Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or consideration, nor shall any monies funds be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Series A Preferred Units) , and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except (i) by conversion into or exchange for any other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership any class or series ranking junior to the Series E A Preferred Units as to payment of distributions and upon voluntary and involuntary liquidation, dissolution or winding up (ii) for the redemption of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests Interests corresponding to any REIT Series E A Preferred Shares and or any Parity Preferred Stock with respect to distributions or Junior Stock other REIT Shares to be purchased by AMB pursuant the Company in accordance with the terms of Sections 5(c) and 9 of Article THIRD of the Series A Articles Supplementary or otherwise, in order to ensure that the REIT Charter to preserve AMB's status Company remains qualified as a REIT; REIT for United States federal income tax purposes, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Series A Articles Supplementary or otherwise, (iii) for the redemption or other acquisition of Partnership Interests corresponding to any REIT CharterSeries A Preferred Shares or any other REIT Shares to be redeemed or acquired under incentive, benefit or share purchase plans for officers, director or employees or others performing or providing similar services, and (iv) for the redemption of Partnership Interests corresponding to the purchase or acquisition of shares of any class or series of capital stock of the Company ranking on parity with the REIT Series A Preferred Shares as to payment of dividends and upon liquidation pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding REIT Series A Preferred Shares), unless full cumulative distributions on the Series A Preferred Units for all past Series A Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i) So long as any Series E N Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E N Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E N Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So Except to the extent set forth in Section 21.3.C(ii), so long as any Series E M Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series L Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity M Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including Series L Preferred Units, Series O Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and Series S Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E M Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E M Preferred Shares, Parity Preferred Stock (including Series L Preferred Shares, Series O Preferred Shares, Series P Preferred Shares, Series Q Preferred Shares, Series R Preferred Shares and any Parity Series S Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior UnitsUnit, nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for including the redemption of any such Junior Series A Preferred Units or Parity Series E Preferred Units) by the Partnership (except by conversion into or exchange for other any Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E D Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to the payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of (including the Partnership ranking junior to the Series A Preferred Units or Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits) into Junior Units, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any REIT Series E D Preferred Shares and any (as hereinafter defined), Parity Preferred Stock Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series D Preferred Shares (the “Series D Articles Supplementary”) with respect to distributions or Junior Stock (as defined in the Series D Articles Supplementary) to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsof the Partnership ranking junior as to the payment of distributions to the Series A Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E A Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article VI of the REIT Charter Articles of Amendment and Restatement of the Company (the "CHARTER") to preserve AMBthe Company's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VI of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a 87 92 sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 22.3 C (ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series C Preferred Unit Distribution Periods on the Series C Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series C Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series C Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series C Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant REIT for federal income tax purposes. With respect to the REIT Charter.Series C Preferred Units, all references in this Article 22 to “

Priority as to Distributions. (i) So long as any Series E H Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series H Preferred Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series H Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E H Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E H Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E H Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the “Charter”) to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the "Charter") to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So Except to the extent set forth in Section 23.3.C(ii) and Section 23.3.C(iii), so long as any Series E P Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series L Preferred Units, the Series M Preferred Units, the Series O Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity P Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series Q Preferred Units, Series R Preferred Units and Series S Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E P Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E P Preferred Shares, Parity Preferred Stock (including Series L Preferred Shares, Series M Preferred Shares, Series O Preferred Shares, Series Q Preferred Shares, Series R Preferred Shares and any Parity Series S Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are D Preference Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Units ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership Interest represented by to the Series D Preference Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preference Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred D Preference Units and all classes and series of outstanding Parity Preferred Units have been paid in full or have been irrevocably reserved or set aside for all distribution periodspayment. The Without limiting Section 7(b) hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Partnership ranking junior to Equity Lifestyle Properties, Inc. (the Series E “Company”) in accordance with the exchange rights of such Junior Units or Parity Preferred Units as to distributions and upon voluntary and involuntary liquidationUnits, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of Units corresponding to any Series E D Preferred Shares and any Stock, Parity Preferred Stock with respect (as defined in the Amended and Restated Articles Supplementary to distributions the Charter (as defined below) establishing the Series D Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by AMB the Company pursuant to Article VII of the REIT Charter Articles of Amendment and Restatement of the Company (the “Charter”) to preserve AMB's the Company’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Code, or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company.

Priority as to Distributions. (i) So long as any Series E B ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions to the Series B Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidationdistributions, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the Company pursuant to Article VII of the REIT Charter Declaration of Trust to preserve AMBthe Company's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterDeclaration of Trust, or (d) the purchase, redemption or other acquisition of Common Units made for the purpose of an employee incentive or benefit plan of the Partnership or any subsidiary.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and rights upon involuntary or voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E B Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the Charter or such other comparable provisions, (d) the acquisition of Common Units upon exercise of Put rights pursuant to Section 8.6 (i) with the proceeds of a sale of Common Units or other Junior Units by the Partnership or proceeds received from the General Partner upon a sale of REIT CharterShares or other Junior Stock by the General Partner or (ii) for cash in an amount, which, when taken together with the aggregate amount of all cash paid previously pursuant to this clause (ii) and the corresponding clause (ii) of Section 16.2.C(i)(d), does not exceed $5.0 million, or (e) cash distributions from the proceeds of sales of property of the Partnership pursuant to Section 7.1.A(3).

Priority as to Distributions. (i) So long as any Series E 3 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Common Units or any other class or series of equity securities of the Partnership Interest represented by ranking junior to the Series 3 Preferred Units as to the payment of distributions (such Common Units or other junior equity securities, collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series 3 Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (with respect to distributions or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E 3 Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodswith respect to distributions have been paid in full. The foregoing sentence will not prohibit (ai) distributions payable solely in shares of Junior Units, (bii) the exchange conversion of Junior Units or Parity Preferred Units into Junior Units, (iii) the redemption of Partnership Interests corresponding to any Series 3 Preferred Stock or other equity securities of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidationGeneral Partner, dissolution regardless of class or winding up of the Partnershipseries, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article 5 of the REIT Charter Articles of Incorporation to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article 5 of the REIT CharterArticles of Incorporation, and (iv) the redemption of Series 3 Preferred Units corresponding to any redemption by the General Partner of the same number of shares of Series 3 Preferred Stock if such redemption by the General Partner is permitted by the Articles of Incorporation.

Priority as to Distributions. (i) So long as any Series E G Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E G Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E G 100 Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E G Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 22.3(c)(ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series C Preferred Unit Distribution Periods on the Series C Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series C Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series C Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series C Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant REIT for federal income tax purposes. With respect to the REIT Charter.Series C Preferred Units, all references in this Article 22 to “

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsUnits or, in accordance with Section 8.6 hereof, common shares of beneficial interest (or any similar equity security) of the General Partner Entity, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests Junior Units or common shares of beneficial interest (or any similar equity security) of the Partnership ranking junior to the Series E Preferred Units as to distributions General Partner Entity, and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares (as those terms are defined in that certain Statement of Designation of Series B Cumulative Redeemable Perpetual Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B DESIGNATION") establishing the Series B Preferred Shares (as hereinafter defined) to be purchased by AMB the General Partner Entity pursuant to Article Nineteen of the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT CharterDeclaration of Trust.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 19.2 C (ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Mirror A Preferred Unit Distribution Periods on the Mirror A Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Mirror A Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Preferred OP Units, Series A-1 Preferred Units, Series B Preferred Units, Series B-1 Preferred Units, Series B-2 Preferred Units, Series B-3 Preferred Units, Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Mirror A Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Preferred OP Units, Series A-1 Preferred Units, Series B Preferred Units, Series B-1 Preferred Units, Series B-2 Preferred Units, Series B-3 Preferred Units, Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Mirror A Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Mirror A Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a real estate investment trust for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E distributions by the General Partner required for it to maintain its status as a real estate investment trust for federal income tax purposes. With respect to the Mirror A Preferred Shares Units, all references in this Article 19 to “past Mirror A Preferred Unit Distribution Periods” shall mean, as of any date, Mirror A Preferred Unit Distribution Periods ending on or prior to such date, and any Parity Preferred Stock with respect to any other class or series of OP Units ranking on a parity as to distributions with the Mirror A Preferred Units, all references in this Article 19 to “past distribution periods” (and all similar references) shall mean, as of any date, distribution periods with respect to such other class or Junior Stock series of OP Units ending on or prior to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charterdate.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions to the Preferred Units (collectively, "Junior Units"), nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment prior periods accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E B Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter with respect to the General Partner's common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV of the REIT CharterCharter or such other comparable provisions.

Priority as to Distributions. (i1) So long Except as any Series E Preferred Units are outstandingprovided in Section 3.C(2) below, no distributions (other than a distribution of cash paid in Junior Units or other property REIT Junior Shares (or options, warrants or rights to subscribe for or purchase any Junior Units or REIT Junior Shares)) shall be authorized, declared, declared and paid or declared and set apart for payment on or with respect to any class Parity Preferred Unit or series of Partnership Interest represented by Junior UnitsUnit as to distributions for any period, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies and no funds shall be paid to or made available for a sinking fund for the redemption of any such Junior Units units) and no other distribution or Parity Preferred Units) payment of cash may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Unitsfor REIT Junior Shares (or options, as the case may be) unless, in each case, full cumulative distributions have been warrants or contemporaneously are authorized and paid rights to subscribe for or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of purchase any Junior Units or Parity Preferred Units into REIT Junior Shares), and except for the redemption of Partnership Interests corresponding (x) to any REIT Shares to be purchased or otherwise acquired by the General Partner for the purposes of and in compliance with the requirements of an employee benefit or retention plan of the Partnership ranking General Partner or any subsidiary thereof, (y) to any REIT Series A Preferred Shares or any other REIT Shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E A Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased or redeemed by AMB the General Partner pursuant to Article VII of the REIT Charter Charter, Section 7 of the Series A Articles Supplementary, or otherwise in order to preserve AMB's status ensure that the General Partner remains qualified as a REIT; REIT for federal income tax purposes, provided that such redemption shall be upon the same terms as the corresponding stock purchase purchase, acquisition or redemption pursuant to the Charter, or (z) to any REIT CharterSeries A Preferred Shares or any other REIT Shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with the REIT Series A Preferred Shares (“REIT Parity Shares”) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of REIT Series A Preferred Shares and any REIT Parity Shares), unless in each case full cumulative distributions on the Series A Preferred Units for all past periods shall have been or contemporaneously are (i) declared and paid in cash or contemporaneously declared and paid or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment for all past distribution periods.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 22.2.C(ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series G Preferred Unit Distribution Periods on the Series G Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common Units and all classes and or any other class or series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E G Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common Units or any other classes or series of Partnership Interests ranking junior to or on parity with the Series G Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the PartnershipPartnership nor shall any Common Units or any other classes or series of Partnership Interests ranking junior to or on parity with the Series G Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership (except by conversion into or exchange for Common Units or any other classes or series of Partnership Interests ranking junior to the Series G Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership and except for purchases of Series G Preferred Units in connection with the General Partner’s purchase of REIT Series G Preferred Shares pursuant to the Series G Articles Supplementary for the purpose of preserving the General Partner’s qualification as a REIT for federal and/or state income tax purposes, or (c) distributions necessary purchases of other Partnership Interests in connection with the General Partner’s purchase of corresponding stock pursuant to enable comparable provisions of the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock Charter with respect to distributions other classes or Junior Stock to be purchased by AMB pursuant series of the General Partner’s stock). With respect to the REIT Charter Series G Preferred Units, all references in this Article 22 to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.“

Priority as to Distributions. (i) So long as any Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series E Preferred Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E Preferred Shares and any Shares, Parity Preferred Stock Shares with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the “Charter”) to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (ia) So long Except as any Series E Preferred Units are outstandingprovided in Section 3.C(iii)(b) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Common Units, LTIP Units or any other Partnership Interests of any other class or series ranking, as to distributions, on parity with or junior to the Series B Preferred Units (other than a distribution paid in Common Units, LTIP Units or any other Partnership Interests of Partnership Interest represented by Junior Unitsany class or series ranking junior to the Series B Preferred Units as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the Partnership) for any period, nor shall any Junior Common Units, LTIP Units or Parity any other Partnership Interests of any class or series ranking, as to distributions, on parity with or junior to the Series B Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or consideration, nor shall any monies funds be paid to or made available for a sinking fund for the redemption of any such Junior Units units, and no other distribution of cash or Parity Preferred Units) other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Common Units, LTIP Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into any Partnership Interests of the Partnership any class or series ranking junior to the Series E B Preferred Units as to payment of distributions and the distribution of assets upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable except for the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any shares of Series E Preferred Shares and any Parity B Preferred Stock with respect to distributions or Junior 9.0% Series A Cumulative Redeemable Preferred Stock of STAG REIT (“Series A Preferred Stock”) or any other REIT Shares to be purchased by AMB STAG REIT pursuant to the REIT Charter provisions of Article VI of the Charter, Section 9 of the Articles Supplementary or Section 9 of the Articles Supplementary establishing the Series A Preferred Stock to the extent necessary to preserve AMB's the STAG REIT’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the purchase or acquisition of any shares of Series B Preferred Stock or any other shares of capital stock of STAG REIT Charterranking on parity with the Series B Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of STAG REIT pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock), unless full cumulative distributions on the Series B Preferred Units for all past Series B Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i1) So long Except as any Series E Preferred Units are outstandingprovided in Section 16.2.C(2) below, no distributions shall be declared and paid or declared and set apart for payment and no other distribution of cash or other property shall may be authorized, declared, paid or set apart for payment declared and made on or with respect to any class Parity Preferred Unit or series of Partnership Interest represented by Junior UnitsUnit as to distributions (other than a distribution paid in Junior Units or REIT Junior Shares (or options, warrants or rights to subscribe for or purchase any Junior Units or REIT Junior Shares) for any period, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies and no funds shall be paid to or made available for a sinking fund for the redemption of any such Junior Units units) and no other distribution of cash or Parity Preferred Units) other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Unitsfor REIT Junior Shares (or options, as the case may be) unless, in each case, full cumulative distributions have been warrants or contemporaneously are authorized and paid rights to subscribe for or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of purchase any Junior Units or Parity Preferred Units into REIT Junior Shares), and except for the redemption of Partnership Interests corresponding (x) any REIT Shares to be purchased or otherwise acquired by the General Partner for the purposes of and in compliance with the requirements of an employee benefit or retention plan of the Partnership ranking General Partner or any subsidiary thereof or (y) to any REIT Series A Preferred Shares or any other REIT Shares of any other class or series of capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the REIT Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E A Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased or redeemed by AMB the General Partner pursuant to Article VII of the REIT Charter Charter, Section 7 of the Series A Articles Supplementary, or otherwise in order to preserve AMB's status ensure that the General Partner remains qualified as a REIT; REIT for federal income tax purposes, provided that such redemption shall be upon the same terms as the corresponding stock purchase purchase, acquisition or redemption pursuant to the REIT Charter), unless full cumulative distributions on the Series A Preferred Units for all past periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i) So Except to the extent set forth in Section 22.3.C(ii) and Section 22.3.C(iii), so long as any Series E O Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series L Preferred Units, the Series M Preferred Units, the Series P Preferred Units, the Series Q Preferred Units, the Series R Preferred Units and the Series S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity O Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series L Preferred Units, Series M Preferred Units, Series P Preferred Units, Series Q Preferred Units, Series R Preferred Units and Series S Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E O Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnershipdistributions, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E O Preferred Shares, Parity Preferred Stock (including Series L Preferred Shares, Series O Preferred Shares, Series P Preferred Shares, Series Q Preferred Shares, Series R Preferred Shares and any Parity Series S Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E G Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the 116 122 Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E G Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E G Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E G Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E F Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series F Preferred Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E F Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E F Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E F Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the “Charter”) to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 28.3(c)(ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series I Preferred Unit Distribution Periods on the Series I Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E I Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series I Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series I Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series I Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant REIT for federal income tax purposes. With respect to the REIT Charter.Series I Preferred Units, all references in this Article 28 to “past Series I

Priority as to Distributions. (i) So long as any Series E I Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or 123 contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E I Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E I Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E I Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long as any Series E C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series C Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred units, any Parity Preferred Units be redeemed, purchased or otherwise acquired other acquisition for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Series C Preferred Units, as the case may be) any Parity Preferred Units or any Junior Units, unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will shall not prohibit (ax) distributions payable solely in Junior Units, (by) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E C Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits, or (cz) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E C Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article NINTH of the REIT Charter Charter) to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article NINTH of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E Preferred Units are G Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership Interest represented by to the Series G Units (collectively, “Junior Units”), nor shall any Junior Units cash or Parity Preferred Units other property be redeemedset aside for or applied to the purchase, purchased redemption or otherwise acquired other acquisition for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred G Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for all prior distribution periodsperiods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Partnership ranking junior to Company in accordance with the Series E exchange rights of such Junior Units or Parity Preferred Units as to distributions and upon voluntary and involuntary liquidationUnits, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of Units corresponding to any Series E A Preferred Shares and any Stock, Parity Preferred Stock with respect (as defined in the Articles Supplementary to distributions the Charter (as defined below) establishing the Series A Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by AMB the Company pursuant to Article VII of the REIT Charter Articles of Amendment and Restatement of the Company (the “Charter”) to preserve AMB's the Company’s status as a real estate investment trust (“REIT; ”), provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company.

Priority as to Distributions. (i) So long as any Series E I Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series I Preferred Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series I Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E I Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E I Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.,

Priority as to Distributions. (i) So long as any Series E C ---------------------------- Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for including the redemption of any such Junior Units or Parity Series A Preferred Units) by the Partnership (except by conversion into with respect to distributions or exchange for other any Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E C Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodsas to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to (including the Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits) into Junior Units, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to REIT Series E C Preferred Shares and any Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 25.3(c)(ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series F Preferred Unit Distribution Periods on the Series F Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E F Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series F Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series F Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series F Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant REIT for federal income tax purposes. With respect to the REIT Charter.Series F Preferred Units, all references in this Article 25 to “

Priority as to Distributions. (i) So long as any Series E Preferred Units are F Preference Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Units ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership Interest represented by to the Series F Preference Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series F Preference Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred F Preference Units and all classes and series of outstanding Parity Preferred Units have been paid in full or have been irrevocably reserved or set aside for all distribution periodspayment. The Without limiting Section 7(b) hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Partnership ranking junior to Equity Lifestyle Properties, Inc. (the Series E “Company”) in accordance with the exchange rights of such Junior Units or Parity Preferred Units as to distributions and upon voluntary and involuntary liquidationUnits, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of Units corresponding to any Series E F Preferred Shares and any Stock, Parity Preferred Stock with respect (as defined in the Articles Supplementary to distributions the Charter (as defined below) establishing the Series F Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by AMB the Company pursuant to Article VII of the REIT Charter Articles of Amendment and Restatement of the Company (the “Charter”) to preserve AMB's the Company’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Code, or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company.

Priority as to Distributions. (i) So Except to the extent set forth in Section 24.3.C(ii), so long as any Series E Q Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units (including the Series L Preferred Units, the Series M Preferred Units, the Series O Preferred Units, the Series P Preferred Units, the Series R Preferred Units and the Series S Preferred Units) be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Q Preferred Units for all past distribution periodsperiods and the current distribution period. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsUnits that are junior both as to distributions and as to voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (b) the exchange of Junior Units or Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units and Series S Preferred Units) into Partnership Interests of the Partnership ranking junior to the Series E Q Preferred Units both as to distributions and upon as to voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to Series E Q Preferred Shares, Parity Preferred Stock (including Series L Preferred Shares, Series M Preferred Shares, Series O Preferred Shares, Series P Preferred Shares, Series R Preferred Shares and any Parity Series S Preferred Stock Shares) with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to the REIT Charter to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter, or (d) the authorization, declaration, payment, or setting apart for payment, of distributions of cash or other property on or with respect to Parity Preferred Units (including Series L Preferred Units, Series M Preferred Units, Series O Preferred Units, Series P Preferred Units, Series R Preferred Units and Series S Preferred Units) for or in respect of the then current distribution period, provided that full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment on the Series Q Preferred Units for all full quarterly distribution periods terminating on or prior to the distribution payment date for such Parity Preferred Units.

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of OP Units of the Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series A Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsOP Units ranking junior to the Series A Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests OP Units of the Partnership ranking junior to the Series E A Preferred Units as to distributions and rights upon a voluntary and or involuntary liquidation, dissolution or winding winding-up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of OP Units corresponding to any Series E A Preferred Shares and any Stock (as hereinafter defined), Parity Preferred Stock (as defined in the Series A Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series A Articles Supplementary) to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter.

Priority as to Distributions. (i) So long Except as any provided in Section 24.3(c)(ii) below, unless full cumulative distributions for all past Series E Preferred Unit Distribution Periods on the Series E Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series E Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series E Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series E Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a REIT for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to distributions by the General Partner required for it to maintain its status as a REIT for federal income tax purposes. With respect to the Series E Preferred Shares and any Parity Preferred Stock with respect Units, all references in this Article 24 to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.“

Priority as to Distributions. (i) So long as any Series E A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series A Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E A Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will shall not prohibit (ax) distributions payable solely in Junior Units, (by) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior corresponding to the any Series E A Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits, or (cz) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E A Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article NINTH of the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT Charter.Charter)to

Priority as to Distributions. (i) So long as any Series E T Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series T Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series T Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the conversion or exchange of Junior Units or Parity Preferred Units be redeemedinto Partnership Interests of the Partnership ranking junior to the Series T Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, purchased dissolution or otherwise acquired for any consideration winding up of the Partnership, (or any monies be paid to or made available for a sinking fund for c) the redemption of Partnership Interests corresponding to any Parity Preferred Stock or Junior Stock to be purchased by the General Partner pursuant to the Charter to preserve the General Partner’s status as a real estate investment trust; provided that such Junior redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter or (d) the authorization, declaration, payment, or setting apart for payment, of distributions of cash or other property on or with respect to Parity Preferred Units or Parity (including Series Q Preferred Units) by for or in respect of the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, then current distribution period; provided that full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity T Preferred Units for all full quarterly distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) periods terminating on or prior to the exchange of Junior Units or distribution payment date for such Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the REIT CharterUnits.

Priority as to Distributions. (ia) So long Except as any Series provided in Section 2.C(iii)(b) of this Exhibit E Preferred Units are outstandingbelow, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property shall may be authorizeddeclared and made, declareddirectly or indirectly, paid or set apart for payment on or with respect to any Class A Units or any other Partnership Interests of any other class or series ranking, as to distributions, on parity with or junior to the 7.125% Series A Cumulative Redeemable Preferred Units (other than a distribution paid in Class A Units or any other Partnership Interests of Partnership Interest represented by Junior Unitsany class or series ranking junior to the 7.125% Series A Cumulative Redeemable Preferred Units as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of the Partnership) for any period, nor shall any Junior Class A Units or Parity any other Partnership Interests of any class or series ranking, as to distributions, on parity with or junior to the 7.125% Series A Cumulative Redeemable Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or consideration, nor shall any monies funds be paid to or made available for a sinking fund for the redemption of any such Junior Units units, and no other distribution of cash or Parity Preferred Units) other property may be made, directly or indirectly, on or with respect thereto by the Partnership (except by conversion into or exchange for other Junior Class A Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into any Partnership Interests of the Partnership any class or series ranking junior to the 7.125% Series E A Cumulative Redeemable Preferred Units as to payment of distributions and the distribution of assets upon voluntary and involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable except for the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E A Preferred Shares and or any Parity Preferred Stock with respect to distributions or Junior Stock other Shares to be purchased by AMB General Partner pursuant to the REIT Charter provisions of Article VII of the Declaration, to the extent necessary to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock share purchase pursuant to the REIT CharterDeclaration or the Articles Supplementary, and except for the redemption of Partnership Interests corresponding to the purchase or acquisition of any Series A Preferred Shares or any other shares of beneficial interest of the General Partner ranking on parity with the Series A Preferred Shares as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the General Partner pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Shares), unless full cumulative distributions on the 7.125% Series A Cumulative Redeemable Preferred Units for all past 7.125% Series A Cumulative Redeemable Preferred Unit Distribution Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.

Priority as to Distributions. (i) So long as any Series E B Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Unitsranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series B Preferred Units (collectively, "JUNIOR UNITS"), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series B Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E B Preferred Units and all classes and series of outstanding Parity Preferred Units for all distribution periodshave been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E B Preferred Units as to distributions and upon voluntary and involuntary liquidation, dissolution or winding up of the PartnershipUnits, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E B Preferred Shares and any Stock, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by AMB the General Partner pursuant to Article IX of the REIT Charter Charter) to preserve AMBthe General Partner's status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IX of the REIT Charter.

Priority as to Distributions. (i) So long as any Series E G Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series G Preferred Units (collectively, “Junior Units”), nor shall any Junior Units cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series G Preferred Units, any Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E G Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for all distribution periodssuch full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E G Preferred Units as to distributions and rights upon the voluntary and or involuntary liquidation, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating redemption of Partnership to redeem partnership interests Interests corresponding to any Series E G Preferred Shares, Parity Preferred Shares and any Parity Preferred Stock with respect to distributions or Junior Stock Shares to be purchased by AMB the General Partner pursuant to Article VII of the REIT Charter Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the “Charter”) to preserve AMB's the General Partner’s status as a REIT; real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT CharterCharter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

Priority as to Distributions. (i) So long as any Series E Preferred Units are H Unit is outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Units ranking junior as to the payment of distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership Interest represented by to the Series H Units (collectively, “Junior Units”), nor shall any Junior Units cash or Parity Preferred Units other property be redeemedset aside for or applied to the purchase, purchased redemption or otherwise acquired other acquisition for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, full cumulative all distributions have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for such payment accumulated on the all Series E Preferred H Units and all classes and series of outstanding Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for all prior distribution periodsperiods if such class or series of Parity Preferred Units does not have cumulative distribution rights) have been paid in full (or a sum sufficient for such full payment is irrevocably deposited in a trust for immediate payment). The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange conversion of Junior Units or Parity Preferred Units into Partnership Interests other Junior Units or Parity Preferred Units or Common Shares or other capital stock of the Partnership ranking junior to Company in accordance with the Series E exchange rights of such Junior Units or Parity Preferred Units as to distributions and upon voluntary and involuntary liquidationUnits, dissolution or winding up of the Partnership, or (c) distributions necessary to enable the Operating Partnership to redeem partnership interests redemption of Units corresponding to any Series E B Preferred Shares and any Stock, Parity Preferred Stock with respect (as defined in the Articles Supplementary to distributions the Charter (as defined below) establishing the Series B Preferred Stock (the “Articles Supplementary”)) or Junior Stock (as defined in the Articles Supplementary) to be purchased by AMB the Company pursuant to Article VII of the REIT Charter Articles of Amendment and Restatement of the Company (the “Charter”) to preserve AMB's the Company’s status as a real estate investment trust (“REIT; ”), provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the REIT Charter, (d) any distributions to the General Partner necessary for the General Partner or the Company to maintain its status as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (“Code”), or (e) the redemption, purchase or other acquisition of Junior Units made for purposes of, and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company.

Priority as to Distributions. (i) So long Except as any Series E Preferred Units are outstandingprovided in Section 20.3 C (ii) below, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest represented by Junior Units, nor shall any Junior Units or Parity Preferred Units be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Preferred Units) by the Partnership (except by conversion into or exchange for other Junior Units or Parity Preferred Units, as the case may be) unless, in each case, unless full cumulative distributions for all past Series A-3 Preferred Unit Distribution Periods on the Series A-3 Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment on the Series E Preferred payment, no distributions (other than in Common OP Units and all classes and or any other class or series of outstanding Parity Preferred OP Units for all distribution periods. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series E A-3 Preferred Units as to distributions and as to the distribution of assets upon voluntary liquidation, dissolution and involuntary winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-3 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series A-3 Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or any other classes or series of OP Units ranking junior to the Series A-3 Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership, (2) by redemption, purchase or other acquisition of Common OP Units made for purposes of an incentive, benefit or share purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnership in connection with the General Partner’s purchase of its securities for the purpose of preserving the General Partner’s qualification as a real estate investment trust for federal income tax purposes, or (c4) for any distributions necessary to enable by the Operating Partnership to redeem partnership interests corresponding to Series E Preferred Shares and any Parity Preferred Stock with respect distributions by the General Partner required for it to distributions or Junior Stock to be purchased by AMB pursuant to the REIT Charter to preserve AMB's maintain its status as a REIT; provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant real estate investment trust for federal income tax purposes. With respect to the REIT Charter.Series A-3 Preferred Units, all references in this Article 20 to “past Series A-3 A Preferred Unit Distribution