Common use of Right to Exchange Clause in Contracts

Right to Exchange. (i) Series B Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B Preferred Shares for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series B Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.59.125% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries C Preferred Shares") at an exchange rate of one share of Series B C Preferred Shares Share for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) made or upon receipt by a holder or holders of Series B C Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted were to occur at such earlier datetime. Furthermore, the Series B C Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity Charter (taking into account exceptions theretothereto and exemptions therefrom)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 2000 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 19992000, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, the Series C Preferred Units may be exchanged for Series C Preferred Share, in whole or in part, at the option of any holder that is not a corporation (a "non-corporate holder") if both (a) such non-corporate holder concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership will represent more than 19.9% of the total profits or capital interests in the Partnership (determined in accordance with Treasury regulations Section 1.731-2(e)(4)) for a taxable year (or portion thereof), and (b) the non-corporate holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership will represent more than 19.9% of the total profits or capital interests in the Partnership (determined in accordance with Treasury regulations Section 1.731-2(e)(4)) for a taxable year (or portion thereof in which the relative interests of the Partners may vary from their relative interests for an immediately preceding and/or immediately succeeding portion thereof).

Right to Exchange. (i) Series B C Preferred Units will shall be exchangeable in whole or in part at anytime any time on or after the tenth (10th) anniversary of the date of issuancehereof, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable C Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") Stock at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares Stock if (xA) at any time full distributions shall not have been timely made be in arrears on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two or (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (yB) upon receipt by a holder or holders of Series B C Preferred Units of (1I) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2II) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters matters, addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (iA) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (iiB) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code Code, for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not or in part by for Series C Preferred Stock at any time after the date hereof, if both (A) the holder thereof which is a real estate investment trust within concludes based on results or projected results that there exists (in the meaning of Sections 856 through 859 reasonable judgment of the Code for Series B Preferred Shares (but only if holder) an imminent and substantial risk that the exchange holder's interest in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership does or will represent more than 19.5% of the Declaration of Trust of total profits or capital interests in the General Partner Entity Partnership (taking into account exceptions theretodetermined in accordance with Treasury Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (B) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustyear.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v) and Section 9(c), (A) in whole or in part at anytime any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.875% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B C PREFERRED SHARESSTOCK") at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B C EXCHANGE PRICE"), provided that the Series B Preferred Units will become exchangeable ; (B) at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B C Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or ; (zC) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged ; and (D) in whole but not in part (regardless of whether held by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code Contributor) for Series B C Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article Nineteen IX of the Declaration of Trust Charter of the General Partner Entity as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series C Preferred Stock (the "SERIES C ARTICLES"), taking into account exceptions thereto)thereto and the provisions of Section 9(a)(v) below) if at any time, time Contributor concludes based on results or projected results that there exists (iin the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership reasonably determines that represents or will exceed the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust19.5% Limit.

Right to Exchange. (i) Series B F Preferred Units will be exchangeable in whole or but not in part unless expressly otherwise provided herein at anytime on or after the tenth (10th) anniversary of the date of issuanceMarch 22, 2010, at the option of 51% of the holders thereofof all outstanding Series F Preferred Units, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable F Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B F Preferred Shares Share from AMB for one Series B F Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries F Exchange Price"), ; provided that the Series B F Preferred Units will become exchangeable at any time, in whole or but not in partpart unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series B F Preferred Units for Series B F Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series B F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B F Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence consummation of a defined an identified event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B F Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B F Preferred Units may be exchanged for Series B F Preferred Shares, in whole or but not in partpart unless expressly otherwise provided herein, at the option any holder of 51% of the holders of all outstanding Series F Preferred Units after March 22, 2003 and prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof March 22, 2010 if such holder holders of a Series B F Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B F Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue RulingRuling or any other IRS release, in either case to the effect that an exchange of the Series B F Preferred Units at such earlier time would not cause the Series B F Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B F Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. FurthermoreIn addition, the Series B F Preferred Units may be exchanged will become exchangeable in whole but not in part by any holder thereof which is a real estate investment trust within unless expressly otherwise provided herein, at the meaning option of Sections 856 through 859 51% of the Code holders of all outstanding Series F Preferred Units for Series B F Preferred Shares (but only if the at an exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen rate of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any timeone Series F Preferred Share from AMB for one Series F Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably determines acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit 97 and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, Series F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if (i) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1999 1998, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code Code; or (iiB) any such the holder of the Series B F Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a the holder of the Series B F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series B --------------- ----------------- C Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v) and Section 9(c), (A) in whole or in part at anytime any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.875% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries C Preferred ------------------ Stock") at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries C -------- Exchange Price"), provided that the Series B Preferred Units will become exchangeable ; (B) at any time, in whole or in part, at the option of the -------------- holders of Series B C Preferred Units for Series B C Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B C Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or ; (zC) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for ---- purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged ; and (D) in whole but not in part (regardless of whether held by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code Contributor) for Series B C Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article Nineteen IX of the Declaration of Trust Charter of the General Partner Entity as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series C Preferred Stock (the "Series C -------- Articles"), taking into account exceptions thereto)thereto and the provisions of Section -------- 9(a)(v) below) if at any time, time Contributor concludes based on results or projected results that there exists (iin the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership reasonably determines that represents or will exceed the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust19.5% Limit.

Right to Exchange. (i) Series B A Preferred Units will be exchangeable in whole or whole, but not in part unless expressly otherwise provided herein, at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereofof at least 51% of all outstanding Series A Preferred Units, for authorized but previously unissued shares of 8.59.125% Series B A Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B A PREFERRED SHARESSTOCK") at an exchange rate of one share of Series B A Preferred Shares Stock for one Series B A Preferred Unit, subject to adjustment as described below (the "SERIES B A EXCHANGE PRICE"), provided that the Series B A Preferred Units will become exchangeable at any time, in whole or whole, but not in partpart unless expressly otherwise provided herein, at the option of the holders of at least 51% of all outstanding Series B A Preferred Units for Series B Preferred Shares if (x) if at any time full distributions shall not have been timely made on the Series A Preferred Unit Distribution Payment Date on any Series B A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B A Preferred Units shall be considered timely made on the Series A Preferred Unit Distribution Payment Date if made within two (2) Business Days after the applicable Series B A Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two (2) Business Days after the applicable Series A Preferred Unit Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B A Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B A Preferred Units may be exchanged for Series B A Preferred SharesStock, in whole or whole, but not in partpart unless expressly otherwise provided herein, at the option any holder of holders of at least 51% of all outstanding Series A Preferred Units prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units holders shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B A Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B A Preferred Units at such earlier time would not cause the Series B A Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Internal Revenue Code for purposes of determining whether the holder of such Series B A Preferred Units is an "investment company" under section 721(b) of the Internal Revenue Code if an exchange is permitted at such earlier date. Additionally, the Series A Preferred Units may be exchanged for Series A Preferred Stock, in whole, but not in part unless expressly otherwise provided herein, at the option of holders of at least 51% of all outstanding Series A Preferred Units, at any time after the third (3rd) anniversary of the date hereof, in the event the Partnership merges, consolidates, or sells or leases all of its assets as an entirety, where the resulting, surviving or transferee entity is a corporation or otherwise not a pass-through entity. Furthermore, the Series B A Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Internal Revenue Code for Series B A Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust Charter of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Internal Revenue Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Internal Revenue Code or (ii) any such holder of Series B A Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Internal Revenue Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Internal Revenue Code and that such failure would create a meaningful risk that a holder of the Series B A Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.59.25% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES Series B PREFERRED SHARESPreferred Shares") at an exchange rate of one share of Series B Preferred Shares Share for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) made or upon receipt by a holder or holders of Series B Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted were to occur at such earlier datetime. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity Charter (taking into account exceptions theretothereto and exemptions therefrom)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable in whole or (and not in part part) at anytime any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or a majority of the holders thereofthereof (acting as a whole), for authorized but previously unissued shares of 8.58 3/4% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries C Preferred Stock") at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries C Exchange Price"), ; provided that the Series B C Preferred Units will become exchangeable at any time, in whole or (and not in part), at the option of a majority of the holders of Series B C Preferred Units (acting as a whole) for Series B C Preferred Shares Stock if (x) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B C Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (y) upon receipt by a holder or holders of Series B C Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position become aware of facts that will or likely will cause the Partnership isto become a PTP, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, be a PTP, or (z) the Net Asset Value . In addition to and not in limitation of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In additionforegoing, the Series B C Preferred Units may be exchanged for Series B C Preferred SharesStock, in whole or (and not in part), at the option any holder of the holders of a majority of the Series C Preferred Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations since the date of Closing or the publication of a Revenue Ruling, Ruling since the date of Closing in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.25% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B C PREFERRED SHARES") at an exchange rate of one share of Series B C Preferred Shares for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B C EXCHANGE PRICE"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares if (x) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B C Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series B C Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Partnership Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred Shares, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B C Preferred Units would fail to maintain qualification as a real estate investment trust. In addition, if the holder of the Series C Preferred Units is an entity other than a real estate investment trust within the meaning of Sections 856 through 859 of the Code, the Series C Preferred Units may be exchanged in whole but not in part by such holder for Series C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity) if at any time, both (I) the holder thereof concludes based on results or projected results that there exists (in the reasonable judgment of the holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (II) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year.

Right to Exchange. (i) Series B Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.30% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity Trust (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B Preferred Shares for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not or in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares at any time after the date hereof, if both (but only if 1) the exchange holder thereof concludes based on results or projected results that there exists (in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen reasonable judgment of the Declaration of Trust holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the General Partner Entity total profits or capital interests in the Partnership (taking into account exceptions theretodetermined in accordance with Treasury Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (2) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustyear.

Right to Exchange. (i) Series B X Preferred Units will be exchangeable in whole or (and not in part part) at anytime any time on or after the tenth (10th) anniversary of the date of issuance, at the option of the Partnership or a majority of the holders thereofthereof (acting as a whole), for authorized but previously unissued shares of 8.58 7/8% Series B X Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries X Preferred Stock") at an exchange rate of one share of Series B X Preferred Shares Stock for one Series B X Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries X Exchange Price"), ; provided that the Series B X Preferred Units will become exchangeable at any time, in whole or (and not in part), at the option of a majority of the holders of Series B X Preferred Units (acting as a whole) for Series B X Preferred Shares Stock if (x) at any time full distributions shall not have been timely made on any Series B X Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series B X Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B X Preferred Unit Units Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series B X Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B X Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, be a PTP, or (z) the Net Asset Value holders of the Partnership in any fiscal quarter Series X Preferred Units hold or will hold 20% or more of the Partnership is less than $200,000,000. In additionprofits and capital interests of the Partnership, provided further that, in the case of clause (z), the Series B X Preferred Units will be exchangeable only to the extent necessary to reduce the holdings of the holders of the Series X Preferred Units to less than 20% of the capital and profits interests of the Partnership. In addition to and not in limitation of the foregoing, the Series X Preferred Units may be exchanged for Series B X Preferred SharesStock, in whole or (and not in part), at the option any holder of the holders of a majority of the Series X Preferred Units (acting as a whole) prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B X Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B X Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, Ruling in either case to the effect that an exchange of the Series B X Preferred Units at such earlier time would not cause the Series B X Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series B X Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. FurthermoreIn addition to and not in limitation of the foregoing, the Series B X Preferred Units may be exchanged in whole but (and not in part part) (regardless of whether held by any holder thereof which is a real estate investment trust within Xxxxxxx Xxxxx Xxxxxx Tax Advantaged Exchange Fund II, LLC ("Subscriber") at the meaning of Sections 856 through 859 option of the Code holders of a majority of the Series X Preferred Units (acting as a whole) for Series B X Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article Nineteen IV of the Declaration of Trust Charter of the General Partner Entity (Partner, taking into account exceptions thereto)) if at any timetime (i) the Partnership or the General Partner breach any of the covenants set forth in the Tax Representations Certificate delivered in connection with the Private Placement Purchase Agreement, dated as of September 7, 1999, among Subscriber, the Partnership and the General Partner, (iii) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code Code, (iii) under the circumstances described in the penultimate sentence of Section 6(b), or (iiiv) any such holder of Series B X Preferred Units shall deliver to the Partnership and the General Partner Entity Company an opinion of independent counsel reasonably acceptable to the General Partner Entity Company to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code Code, and that in the case of each of (ii) and (iv), such failure would create a meaningful risk that a holder of the Series B X Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (iA) Series B D Preferred Units will shall be exchangeable in whole or in part at anytime any time on or after the tenth (10th) anniversary of the date of issuanceOctober 1, 2009, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") D Exchanged Units at an exchange rate of one share of Series B Preferred Shares D Exchanged Unit for one Series B D Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B D Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B D Preferred Units for Series B Preferred Shares D Exchanged Units if (x1) at any time full distributions shall not have been timely made on the applicable Preferred Unit Distribution Payment Date on any Series B D Preferred Unit with respect to six (6) 6 prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two Business Days after the applicable Preferred Unit Distribution Payment Date, or (y2) upon receipt by a holder or holders of Series B D Preferred Units of (1I) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2II) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B D Preferred Units may be exchanged for Series B Preferred SharesD Exchanged Units, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such suh holder of a Series B D Preferred Units shall deliver to the General Partner either (ia) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B D Preferred Units or (iib) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B D Preferred Units at such earlier time would not cause the Series B D Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B D Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B D Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares Equity Securities of the General Partner (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust Ownership Limitation of the General Partner Entity (taking into account exceptions thereto)) Partner, if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B D Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred D Prefered Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B Preferred Units will be exchangeable exchangeable, subject to Section 9(a)(v), (A) in whole or in part at anytime any time on or after the tenth (10th10/th/) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.875% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSTOCK") at an exchange rate of one share of Series B Preferred Shares Stock for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B Preferred Units will become exchangeable ; (B) at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B A Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B Preferred Units of (1) notice from the General Partner that the General Partner or the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or ; (zC) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred Shares, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged ; and (D) in whole but not in part (regardless of whether held by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code Contributors) for Series B Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Article Nineteen IX of the Declaration of Trust Charter of the General Partner Entity as supplemented by Section 5(e) of the Articles Supplementary of the General Partner setting forth the terms of the Series B Preferred Stock (the "SERIES B ARTICLES"), taking into account exceptions thereto)thereto and the provisions of Section 9(a)(v) below) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity Company an opinion of independent counsel reasonably based upon information referred to in paragraph 4(f)(iii) of the Contribution Agreements or information contained in the Company publicly filed documents and which is acceptable to the General Partner Entity Company in its reasonable discretion to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.59.0% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries C Preferred Stock") at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (1A) notice from the General Partner that the General Partner or a subsidiary of the General Partner Entity has taken become aware of facts that will or likely will cause the position Partnership to become a PTP and (B) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series C Preferred Units, that the Partnership Partner- ship is or likely is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not or in part by for Series C Preferred Shares at any time after the date hereof, if both (1) the holder thereof which concludes based on results or projected results that there exists (in the reasonable judgment of the holder) a material risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a real estate investment trust material risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731(e)(4)) for a taxable year. In addition, Series C Preferred Units, if the holder thereof so determines, may be exchanged in whole or in part for Series C Preferred Stock at any time after the date hereof, if (1) the holder concludes (in the reasonable judgment of the holder) that less than 90% of the gross income of the Partnership for any taxable year will or likely will constitute "qualifying income" within the meaning of Sections 856 through 859 Section 7704(d) of the Code for Series B Preferred Shares and (but only if 2) the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of holder delivers to the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) an opinion of nationally recognized independent counsel to the Partnership reasonably determines effect that less than 90% of the assets and gross income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust will or likely will constitute "qualifying income" within the meaning of the Code or (iiSection 7704(d) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustCode.

Right to Exchange. (i) Series B Preferred D Preference Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuanceMarch 24, 2015, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.0625% Series B D Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity Company (the "SERIES B PREFERRED SHARES"“Series D Preferred Stock”) at an exchange rate of one share of Series B D Preferred Shares Stock for one Series B Preferred D Preference Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"“Exchange Price”), provided that the Series B Preferred D Preference Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred D Preference Units for Series B D Preferred Shares Stock if (x) at any time full distributions shall not have been timely made on the Preference Unit Distribution Date on any Series B Preferred D Preference Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred D Preference Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Preference Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two (2) Business Days after the applicable Preference Unit Distribution Payment Date, or (y) upon receipt by a holder holder, or holders of Series B Preferred D Preference Units of (1l) notice from the General Partner that the General Partner or the Company or a Subsidiary of the General Partner Entity or the Company has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner or the Company familiar with such matters addressed to a holder or holders of Series B Preferred D Preference Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred D Preference Units may be exchanged for Series B D Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date March 24, 2015 and after the third (3rd) anniversary thereof March 24, 2008, if such holder of a Series B Preferred D Preference Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred D Preference Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner and the Company based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred D Preference Units at such earlier time would not cause the Series B Preferred D Preference Units to be considered "“stock and securities" ” within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred D Preference Units is an "“investment company" ” under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred D Preference Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B D Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity Charter (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 2005 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred D Preference Units shall deliver to the Partnership and the General Partner Entity and the Company an opinion of independent counsel reasonably acceptable to the General Partner Entity and the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 19992005, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred D Preference Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B C Preferred Units will be ----------------- exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.59.45% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity Company (the "SERIES B PREFERRED SHARESSeries C Preferred Shares") at an exchange rate of one share of Series B C Preferred Shares for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B C Preferred Units will become ------------- exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution -------- ------- in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred Shares, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B C Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B C Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity Company to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B C Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B Preferred Units will be ----------------- exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.30% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity Company (the "SERIES Series B PREFERRED SHARESPreferred Shares") at an exchange rate of one share of Series B Preferred Shares for one Series B Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B Preferred Units will become -------- ---- exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution -------- ------- in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity Company to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) The Series B A Preferred Units will be ----------------- exchangeable in whole or but not in part unless expressly otherwise provided herein at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of 51% of the holders thereofof all outstanding Series A Preferred Units, for authorized but previously unissued shares of 8.5% REIT Series B Cumulative Redeemable A Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of REIT Series B A Preferred Shares Share from the General Partner for one Series B A Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange -------- Price"), provided that the Series B A Preferred Units will become exchangeable at ----- any time, in whole or but not in part, unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series B A Preferred Units for REIT Series B A Preferred Shares Shares, if (xy) at any time full distributions shall not have been timely made on any Series B A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B A Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence consummation of a defined an identified event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B A Preferred Units may be exchanged for REIT Series B A Preferred Shares, in whole or but not in partpart unless expressly otherwise provided herein, at the option any holder of 51% of the holders of all outstanding Series A Preferred Units prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder holders of a Series B A Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B A Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B A Preferred Units at such earlier time would not cause the Series B A Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B A Preferred Units Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code Contributor) for REIT Series B A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (Series A Articles Supplementary, taking into account exceptions thereto)) if at any timeContributor concludes, (i) based on the advice of nationally recognized independent counsel, that there is a substantial risk that its interest in the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would will not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership 19.5% Limit and the General Partner Entity an agrees with such conclusion, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, Contributor's interest in the Partnership is reduced pursuant to the last sentence of Section 16.6 hereof (which procedure shall be available to Contributor to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series A Preferred Units originally acquired by Contributor would in the opinion of independent the above-referenced counsel reasonably acceptable to reduce the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, risk that Contributor's interest in the Partnership would not satisfy the income 19.5% Limit to less than a substantial risk, and assets tests thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of Section 856 of Contributor not satisfying the Code for such taxable year if the Partnership were 19.5% Limit otherwise is reduced below a real estate investment trust within the meaning of the Code substantial risk, then an exchange in whole under this sentence shall not be permitted unless and that such failure would create until a meaningful risk that change in facts occurs and a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustfurther determination by Contributor is made under this sentence.

Right to Exchange. (iA) Series B C Preferred Units will shall be exchangeable in whole or in part at anytime any time on or after the tenth (10th) anniversary of the date of issuanceMay 27, 2009, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") C Exchanged Units at an exchange rate of one share of Series B Preferred Shares C Exchanged Unit for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries C Exchange Price"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B Preferred Shares C Exchanged Units if (x1) at any time full distributions shall not have been timely made be in arrears on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two or (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, (y) upon receipt by a holder or holders of Series B C Preferred Units of (1I) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2II) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters matters, addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B Preferred SharesC Exchanged Units, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (iA) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (iiB) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be tobe considered "stock and securities" within the meaning of section Section 351(e) of the Code Code, for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not or in part by for Series C Exchanged Units at any time after the date hereof, if both (AA) the holder thereof which is a real estate investment trust within concludes based on results or projected results that there exists (in the meaning of Sections 856 through 859 reasonable judgment of the Code for Series B Preferred Shares (but only if holder) an imminent and substantial risk that the exchange holder's interest in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership does or will represent more than 19.5% of the Declaration of Trust of total profits or capital interests in the General Partner Entity Partnership (taking into account exceptions theretodetermined in accordance with Treasury Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (BB) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustyear.

Right to Exchange. (i) Series B F Preferred Units will be exchangeable in whole or but not in part unless expressly otherwise provided herein at anytime on or after the tenth (10th) anniversary of the date of issuanceMarch 22, 2010, at the option of 51% of the holders thereofof all outstanding Series F Preferred Units, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable F Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B F Preferred Shares Share from AMB for one Series B F Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries F Exchange Price"), ; provided that the Series B F Preferred Units will become exchangeable at any time, in whole or but not in partpart unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series B F Preferred Units for Series B F Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series B F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B F Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence consummation of a defined an identified event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B F Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B F Preferred Units may be exchanged for Series B F Preferred Shares, in whole or but not in partpart unless expressly otherwise provided herein, at the option any holder of 51% of the holders of all outstanding Series F Preferred Units after March 22, 2003 and prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof March 22, 2010 if such holder holders of a Series B F Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B F Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue RulingRuling or any other IRS release, in either case to the effect that an exchange of the Series B F Preferred Units at such earlier time would not cause the Series B F Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B F Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. FurthermoreIn addition, the Series B F Preferred Units may be exchanged will become exchangeable in whole but not in part by any holder thereof which is a real estate investment trust within unless expressly otherwise provided herein, at the meaning option of Sections 856 through 859 51% of the Code holders of all outstanding Series F Preferred Units for Series B F Preferred Shares (but only if the at an exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen rate of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any timeone Series F Preferred Share from AMB for one Series F Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably determines acceptable to the General Partner to the effect that there is a 108 114 substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, Series F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if (i) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1999 1998, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code Code; or (iiB) any such the holder of the Series B F Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a the holder of the Series B F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series B Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.75% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES Series B PREFERRED SHARESPreferred Stock") at an exchange rate of one share of Series B Preferred Shares Stock for one Series B Preferred UnitUnit , subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred Units for Series B Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B Preferred Units of (1A) notice from the General Partner that the General Partner or a subsidiary of the General Partner Entity has taken the position become aware of facts that will or likely will cause the Partnership is, or upon the occurrence of a defined event in the immediate future will be, to become a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred Units may be exchanged for Series B Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not or in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B Preferred Shares Stock at any time after the date hereof, if both (but only if 1) the exchange holder thereof concludes based on results or projected results that there exists (in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen reasonable judgment of the Declaration of Trust holder) an imminent and substantial risk that the holder's interest in the Partnership does or will represent more than 19.5% of the General Partner Entity total profits or capital interests in the Partnership (taking into account exceptions theretodetermined in accordance with Treasury Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (2) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income of holder's interest in the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.does or will represent more than

Right to Exchange. (i1) The Series B D Preferred Units will Equity shall be exchangeable in whole or but not in part unless expressly otherwise provided herein at anytime any time on or after the tenth (10th) anniversary November 24, 2009 for Series D Preferred Stock of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest of the General Partner Entity TCO (the "SERIES B PREFERRED SHARESSeries D Preferred Stock") at an exchange rate (the "Exchange Rate") of One Hundred Dollars ($100) of Series D Preferred Equity Balance (as computed after giving effect to a "book-up" of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom but in no event shall such Series D Preferred Equity Balance (as so computed) exceed an amount equal to the capital contribution plus any Unpaid Series D Preferred Return) for one (1) share of Series B D Preferred Shares for one Series B Preferred UnitStock to be delivered by TCO, subject to adjustment as described below below. In the event of an exchange, the Unallocated Series D Preferred Return shall be reduced to zero. At such time as TCO receives approval to amend its Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Preferred Stock (the "SERIES B EXCHANGE PRICE"as defined therein), provided that and further amends such Restated Articles of Incorporation, as amended, by increasing the number of shares of Series D Preferred Stock, which amendments TCO has undertaken to use its commercially reasonable efforts to cause to be made, the Exchange Rate will be reduced proportionately. The terms of the Series B D Preferred Units will Stock shall be as set forth on Schedule A attached hereto. Notwithstanding the foregoing, the Series D Preferred Equity shall become exchangeable at any time, in whole or but not in partpart unless expressly provided otherwise herein, at the option of the holders of Series B Preferred Units for Series B D Preferred Shares Stock if (x) at any time full distributions the accrued Series D Return shall not have been timely made on any distributed in full to the Series B D Preferred Unit Partner with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of the Series B Preferred Units D Return shall be considered timely made if made within two (2) Business Days after the applicable Distribution Date for the Series B Preferred Unit Distribution Payment Date D Return if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which the full distributions were amount of the accrued Series D Return was not timely made, made or (y) upon receipt by a holder or holders of the Series B D Preferred Units Partner of (1a) notice from the Managing General Partner that the General Partner or the General Partner Entity Partnership has taken the position that the Partnership is, or upon the occurrence consummation of a defined an identified event in the immediate future will be, be taxable as a PTP corporation and (2b) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of the Series B D Preferred Units, Partner that the Partnership is or likely is, or upon the occurrence of a defined an identified event that shall occur in the immediate future will be or likely will be, taxable as a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000corporation. In addition, the The Series B D Preferred Units Equity may be exchanged for Series B Preferred Sharesexchanged, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units may be exchanged in whole but not in part by part, for Series D Preferred Stock if the Series D Preferred Partner concludes at any holder thereof which is a real estate investment trust within time that there exists in the meaning of Sections 856 through 859 reasonable judgment of the Code for Series B D Preferred Shares Partner (but only if as confirmed by its independent accountants) an imminent and substantial risk that the exchange Series D Preferred Partner's interest in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership represents or will represent more than nineteen and 95/100ths percent (19.95%) of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income capital or profits of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of determined in accordance with Regulations Section 856 of the Code for such taxable year 1.731-2(e)(4). In addition, if the Partnership were sells in one (1) or more taxable transactions two (2) or more of (x) the properties on Schedule E to the Partnership Agreement or (y) the properties, if any, exchanged for any of the properties on Schedule E in a real estate investment trust within the meaning transaction pursuant to Section 1031 of the Code or pursuant to any other Code section providing for non-recognition treatment, and after giving effect to such sales (iiand related tax distributions by the Partnership) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel it is reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and expected that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust.the

Right to Exchange. (i) Series B F Preferred Units will be exchangeable in whole or but not in part unless expressly otherwise provided herein at anytime on or after the tenth (10th) anniversary of the date of issuanceMarch 22, 2010, at the option of 51% of the holders thereofof all outstanding Series F Preferred Units, for authorized but previously unissued shares of 8.5% Series B Cumulative Redeemable F Preferred Shares of Beneficial Interest of the General Partner Entity (the "SERIES B PREFERRED SHARES") at an exchange rate of one share of Series B F Preferred Shares Share from AMB for one Series B F Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries F Exchange Price"), ; provided that the Series B F Preferred Units will become exchangeable at any time, in whole or but not in partpart unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series B F Preferred Units for Series B F Preferred Shares if (xy) at any time full distributions shall not have been timely made on any Series B F Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, ; provided, however, that a distribution in respect of Series B F Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B F Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B F Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence consummation of a defined an identified event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B F Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B F Preferred Units may be exchanged for Series B F Preferred Shares, in whole or but not in partpart unless expressly otherwise provided herein, at the option any holder of 51% of the holders of all outstanding Series F Preferred Units after March 22, 2003 and prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof March 22, 2010 if such holder holders of a Series B F Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B F Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on a change in statute, the enactment of temporary or final Treasury Regulations or the publication of a Revenue RulingRuling or any other IRS release, in either case to the effect that an exchange of the Series B F Preferred Units at such earlier time would not cause the Series B F Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B F Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore110 116 In addition, the Series B F Preferred Units may be exchanged will become exchangeable in whole but not in part by any holder thereof which is a real estate investment trust within unless expressly otherwise provided herein, at the meaning option of Sections 856 through 859 51% of the Code holders of all outstanding Series F Preferred Units for Series B F Preferred Shares (but only if the at an exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen rate of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if at any timeone Series F Preferred Share from AMB for one Series F Preferred Unit if, (i) at any time such holders conclude based on results or projected results that there exists (in the reasonable judgment of such holders) an imminent and substantial risk that such holders' interest in the Partnership represents or will represent more than 19.0% of the total profits of or capital interests in the Partnership for a taxable year, (ii) such holders deliver to the General Partner an opinion of independent counsel, reasonably determines acceptable to the General Partner to the effect that there is a substantial risk that their interest in the Partnership does not or will not satisfy the 19.0% limit and (iii) the General Partner agrees with the conclusions referred to in clauses (i) and (ii) of this sentence, such agreement not to be unreasonably withheld. Furthermore, Series F Preferred Units will become exchangeable in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the holders of all outstanding Series F Preferred Units for Series F Preferred Shares at an exchange rate of one Series F Preferred Share from AMB for one Series F Preferred Unit if (i) the Series F Preferred Units are held by a REIT and (ii) excluding the effect of any loans and advances, from time to time, from the Partnership to the Operating Partnership or any other affiliate or related entity not exceeding 15% of the Partnership's total assets, for purposes of the 5% test of Section 856(c)(4)(B) of the Code, either (A) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1999 1998, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code Code; or (iiB) any such the holder of the Series B F Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a the holder of the Series B F Preferred Units would fail to maintain its qualification as a real estate investment trust.

Right to Exchange. (i) Series B Preferred F Preference Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.57.95% Series B F Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity Company (the "SERIES B PREFERRED SHARES"“Series F Preferred Stock”) at an exchange rate of one share of Series B F Preferred Shares Stock for one Series B Preferred F Preference Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"“Exchange Price”), provided that the Series B Preferred F Preference Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B Preferred F Preference Units for Series B F Preferred Shares Stock if (x) at any time full distributions shall not have been timely made on the Preference Unit Distribution Date on any Series B Preferred F Preference Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred F Preference Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Preference Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely mademade more than two (2) Business Days after the applicable Preference Unit Distribution Payment Date, or (y) upon receipt by a holder holder, or holders of Series B Preferred F Preference Units of (1l) notice from the General Partner that the General Partner or the Company or a Subsidiary of the General Partner Entity or the Company has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner or the Company familiar with such matters addressed to a holder or holders of Series B Preferred F Preference Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B Preferred F Preference Units may be exchanged for Series B F Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the date of issuance date and after the third (3rd) anniversary thereof thereof, if such holder of a Series B Preferred F Preference Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B Preferred F Preference Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner and the Company based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B Preferred F Preference Units at such earlier time would not cause the Series B Preferred F Preference Units to be considered "“stock and securities" ” within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred F Preference Units is an "“investment company" ” under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred F Preference Units may be exchanged in whole but not in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B F Preferred Shares Stock (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen VII of the Declaration of Trust of the General Partner Entity Charter (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 2005 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred F Preference Units shall deliver to the Partnership and the General Partner Entity and the Company an opinion of independent counsel reasonably acceptable to the General Partner Entity and the Company to the effect that, based on the assets and income of the Partnership for a taxable year after 19992005, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred F Preference Units would fail to maintain qualification as a real estate investment trust.

Right to Exchange. (i) Series B D Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuanceApril 20, 2008, at the option of the holders thereof, for authorized but previously unissued shares of 8.5% Series B D Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries D Preferred Stock") at an exchange rate of one share of Series B D Preferred Shares Stock for one Series B D Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICESeries D Exchange Price"), provided that the Series B D Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B D Preferred Units for Series B D Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit D Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B D Preferred Units of (1A) notice from the General Partner that the General Partner or a subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside a nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B D Preferred Units may be exchanged for Series B D Preferred SharesStock, in whole or in part, at the option any holder prior to the tenth (10th) anniversary of the issuance date April 20, 2008 and after the third (3rd) anniversary thereof April 20, 2001 if such holder holders of a Series B D Preferred Units shall deliver to the General Partner either (i) a private letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B D Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B D Preferred Units at such earlier time would not cause the Series B D Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Code for purposes of determining whether the holder of such Series B D Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B D Preferred Units may be exchanged in whole but not or in part by any for Series D Preferred Stock, if both (1) the holder thereof which is a real estate investment trust within concludes based on results or projected results that there exists (in the meaning of Sections 856 through 859 reasonable judgment of the Code for Series B Preferred Shares (but only if holder) an imminent and substantial risk that such holder's interest in the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership represents or will represent more than 19.5% of the Declaration of Trust of total profits or capital interests in the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership partnership for a taxable year after 1999 would not satisfy year, and (2) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver thereof delivers to the Partnership and the General Partner Entity Company an opinion of independent counsel reasonably acceptable to the General Partner Entity a nationally recognized counsel, to the effect that, based on that there is a substantial risk that such holder's interest in the assets and income Partnership will represent more than 19.5% of the Partnership for a taxable year after 1999, total profits or capital interests in the Partnership would not satisfy the income and assets tests of (determined in accordance with Treasury Regulations Section 856 of the Code for 1.731-2(e)(4)); provided, however, in no event shall such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that risk be deemed to exist unless such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustpercentage exceeds 15% at such time.

Right to Exchange. (iA) Series B A Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.125% Series B A Cumulative Redeemable Preferred Shares Stock of Beneficial Interest of the General Partner Entity Regency (the "SERIES B PREFERRED SHARESSeries A Preferred Stock") at an exchange rate of one share of Series B A Preferred Shares Stock for one Series B A Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B A Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B A Preferred Units for Series B A Preferred Shares Stock if (xI) at any time full distributions shall not have been timely made on any Series B A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yII) upon receipt by a holder or holders of Series B A Preferred Units of (1a) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2b) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B A Preferred Units may be exchanged for Series B A Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B A Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B A Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B A Preferred Units at such earlier time would not cause the Series B A Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Code for purposes of determining whether the holder of such Series B A Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B A Preferred Units may be exchanged in whole but not or in part by for Series A Preferred Stock at any time after the date hereof, if both (x) the holder thereof which is a real estate investment trust within concludes based on results or projected results that there exists (in the meaning of Sections 856 through 859 reasonable judgement of the Code for Series B Preferred Shares (but only if holder) an imminent and substantial risk that the exchange holder's interest in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership does or will represent more than 19.5% of the Declaration of Trust of total profits or capital interests in the General Partner Entity Partnership (taking into account exceptions theretodetermined in accordance with Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (y) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Regulations Section 1.731-2(e)(4)) for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustyear.

Right to Exchange. (i) Series B A Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.125% Series B A Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity Company (the "SERIES B A PREFERRED SHARESSTOCK") at an exchange rate of one share of Series B A Preferred Shares Stock for one Series B A Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B A Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B a Preferred Units for Series B A Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions distribution were not timely made, made or (yz) upon receipt by a holder or holders of Series B A Preferred Units of (1A) notice from the a General Partner that the a General Partner or the a Subsidiary of a General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP; PROVIDED, or that if such notice and opinion refers to a defined event, the Series A Preferred Units will become exchangeable only after the defined event occurs; PROVIDED FURTHER, that in the event any such exchange would result from application of clause (zz)(B) above, no exchange will be available to the Net Asset Value holders of Series A Preferred Units if, within 15 Business Days of the Partnership in any fiscal quarter date of delivery of the opinion referred to in clause (z)(B) above, one of the General Partners delivers to such holders an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to such General Partner, that upon the occurrence of such defined event the Partnership is less than $200,000,000will not or likely will not become a PTP. In addition, the Series B A Preferred Units may be exchanged for Series B A Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B A Preferred Units shall deliver to one of the General Partner Partners either (i) a private ruling letter ruling issued following any application by such holder of Series A Preferred Units (with the Internal Revenue Service and consent of the General Partners) addressed to such holder of Series B A Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or of final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B A Preferred Units at such earlier time would not cause the Series B A Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE"), for purposes of determining whether the holder of such Series B A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B A Preferred Units may be exchanged in whole but not or in part by any holder thereof which is a real estate investment trust within the meaning of Sections 856 through 859 of the Code for Series B A Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of the General Partner Entity (taking into account exceptions thereto)) if Stock at any time, if both (i1) based on results or projected results there exists (in the reasonable judgment of the holder) an imminent and substantial risk that such holder's interest in the Partnership reasonably determines that interest represents or will represent more than 19.5% of the assets and income of total profits or capital interests in the Partnership for a the taxable year after 1999 would not satisfy year, and (2) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver thereof delivers to the Partnership and the General Partner Entity Company an opinion of nationally recognized independent counsel reasonably acceptable to counsel, that there is a substantial risk that its interest in the General Partner Entity to the effect that, based on the assets and income Partnership represents or will represent more than 19.5% of the Partnership for a taxable year after 1999, total profits or capital interests in the Partnership would not satisfy the income and assets tests of (determined in accordance with Treasury Regulations Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust1.731- 2(e)(4)).

Right to Exchange. (i) Series B A Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.58.125% Series B A Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B A PREFERRED SHARESSTOCK") at an exchange rate of one share of Series B A ------------------------ Preferred Shares Stock for one Series B A Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICE"), provided that the Series B A Preferred -------------- Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B A Preferred Units for Series B A Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B A Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B A Preferred Units of (1A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner Entity has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B A Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B A Preferred Units may be exchanged for Series B A Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B A Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B A Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B A Preferred Units at such earlier time would not cause the Series B A Preferred Units to be considered "stock and securities" within the meaning of section 351(e) of the Internal Revenue Code of 1986, as amended (the "CODE") for ---- purposes of determining whether the holder of such Series B A Preferred Units is an "investment company" under section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B A Preferred Units may be exchanged in whole but not or in part by for Series A Preferred Shares at any time after the date hereof, if both (1) the holder thereof which is a real estate investment trust within concludes based on results or projected results that there exists (in the meaning of Sections 856 through 859 reasonable judgement of the Code for Series B Preferred Shares (but only if holder) an imminent and substantial risk that the exchange holder's interest in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen Partnership does or will represent more than 19.5% of the Declaration of Trust of total profits or capital interests in the General Partner Entity Partnership (taking into account exceptions theretodetermined in accordance with Treasury Regulations Section 1.731-2(e)(4)) if at any time, (i) the Partnership reasonably determines that the assets and income of the Partnership for a taxable year after 1999 would not satisfy year, and (2) the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code or (ii) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable delivers to the General Partner Entity an opinion of nationally recognized independent counsel to the effect that, based on that there is an imminent and substantial risk that the assets and income holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustyear.

Right to Exchange. (i) Series B C Preferred Units will be exchangeable in whole or in part at anytime on or after the tenth (10th) anniversary of the date of issuance, at the option of the holders thereof, for authorized but previously unissued shares of 8.59.0% Series B C Cumulative Redeemable Preferred Shares of Beneficial Interest Stock of the General Partner Entity (the "SERIES B PREFERRED SHARESSeries C Preferred Stock") at an exchange rate of one share of Series B C Preferred Shares Stock for one Series B C Preferred Unit, subject to adjustment as described below (the "SERIES B EXCHANGE PRICEExchange Price"), provided that the Series B C Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series B C Preferred Units for Series B C Preferred Shares Stock if (xy) at any time full distributions shall not have been timely made on any Series B C Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B C Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, made or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (1A) notice from the General Partner that the General Partner or a subsidiary of the General Partner Entity has taken the position become aware of facts that will or likely will cause the Partnership is, or upon the occurrence of a defined event in the immediate future will be, to become a PTP and (2B) an opinion rendered by an outside nationally recognized independent legal counsel reasonably acceptable to the General Partner familiar with such matters addressed to a holder or holders of Series B C Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event that shall occur in the immediate future will be or likely will be, a PTP, or (z) the Net Asset Value of the Partnership in any fiscal quarter of the Partnership is less than $200,000,000. In addition, the Series B C Preferred Units may be exchanged for Series B C Preferred SharesStock, in whole or in part, at the option of any holder prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary thereof if such holder of a Series B C Preferred Units shall deliver to the General Partner either (i) a private ruling letter ruling issued by the Internal Revenue Service and addressed to such holder of Series B C Preferred Units or (ii) an opinion of independent legal counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of section Section 351(e) of the Internal Revenue Code of 1986, as amended (the "Code") for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under section Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B C Preferred Units may be exchanged in whole but not or in part by for Series C Preferred Shares at any time after the date hereof, if both (1) the holder thereof which concludes based on results or projected results that there exists (in the reasonable judgment of the holder) a material risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year, and (2) the holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is a real estate investment trust material risk that the holder's interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731(e)(4)) for a taxable year. In addition, Series C Preferred Units, if the holder thereof so determines, may be exchanged in whole or in part for Series C Preferred Stock at any time after the date hereof, if (1) the holder concludes (in the reasonable judgment of the holder) that less than 90% of the gross income of the Partnership for any taxable year will or likely will constitute "qualifying income" within the meaning of Sections 856 through 859 Section 7704(d) of the Code for Series B Preferred Shares and (but only if 2) the exchange in whole may be accomplished consistently with the ownership limitations set forth under Article Nineteen of the Declaration of Trust of holder delivers to the General Partner Entity (taking into account exceptions thereto)) if at any time, (i) an opinion of nationally recognized independent counsel to the Partnership reasonably determines effect that less than 90% of the assets and gross income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust will or likely will constitute "qualifying income" within the meaning of the Code or (iiSection 7704(d) any such holder of Series B Preferred Units shall deliver to the Partnership and the General Partner Entity an opinion of independent counsel reasonably acceptable to the General Partner Entity to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trustCode.