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Essex Portfolio,
L.P.
Thirteenth Amendment to
First Amended and Restated Agreement of Limited
Partnership
This Thirteenth Amendment is made as of October
26, 2006 by Essex Property Trust, Inc., a Maryland corporation, as
general partner (the "General Partner") of Essex Portfolio L.P., a
California limited partnership (the "Partnership") and as attorney
in fact for all limited partners of the Partnership pursuant to the
Partnership Agreement (as defined below), for the purpose of
amending the First Amended and Restated Agreement of Limited
Partnership of the Partnership dated September 30, 1997 (the
"Partnership Agreement"). All capitalized terms used herein and not
defined shall have the respective meanings ascribed to them in the
Partnership Agreement.
WHEREAS, each Person listed on Schedule 1
attached hereto (each a "Contributor"), or such person’s
predecessor-in-interest, has made the Capital Contribution to the
Partnership enumerated on such Schedule 1 opposite such
person’s name in connection with that certain Real Estate
Purchase Agreement, concerning the Property referred to in such
agreement, by and between Essex Portfolio L.P. and Belmont Terrace
Associates, a limited partnership, also known as Belmont Terrace
Associates Limited Partnership, a California limited partnership,
the Contributors’ predecessor-in-interest, dated as of July
14, 2006, as amended.
WHEREAS, the General Partner desires to admit the
Contributors to the Partnership as Additional Limited
Partners.
NOW THEREFORE, in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1 . Admission of Limited Partners .
(a) Each Contributor
has made the Capital Contribution set forth next to its name on
Schedule 1 . In consideration of this Capital
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