Common use of Procedures for Actions and Consents of Partners Clause in Contracts

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents of the Partners 72 ARTICLE 15 GENERAL PROVISIONS 73 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 Section 15.5 Further Action 78 Section 15.6 Binding Effect 78 Section 15.7 Waiver 78 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 68 Section 14.1 Procedures for Actions and Consents of Partners 72 68 Section 14.2 Amendments 72 68 Section 14.3 Actions and Consents of the Partners 72 69 ARTICLE 15 GENERAL PROVISIONS 73 70 Section 15.1 Redemption Rights of Qualifying Parties 73 70 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 77 Section 15.5 Further Action 78 77 Section 15.6 Binding Effect 78 77 Section 15.7 Waiver 78 77 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 78 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 80 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE FORM OF PARTNERSHIP UNIT CERTIFICATE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTCoreSite, L.P., dated as of [ ]September 28, 20112010, is made and entered into by and among AMERICAN ASSETS TRUST, INC.CoreSite Realty Corporation, a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 54 Section 14.1 Procedures for Actions and Consents of Partners 72 54 Section 14.2 Amendments 72 54 Section 14.3 Actions and Consents Meetings of the Partners 72 ARTICLE 54 Article 15 GENERAL PROVISIONS 73 55 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 55 Section 15.3 15.2 Titles and Captions 77 55 Section 15.4 15.3 Pronouns and Plurals 78 55 Section 15.4 Further Action 55 Section 15.5 Further Action 78 Binding Effect 55 Section 15.6 Binding Effect 78 Waiver 55 Section 15.7 Waiver 78 Counterparts 55 Section 15.8 Counterparts 78 Applicable Law 55 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Entire Agreement 56 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 56 Section 15.12 15.11 Limitation to Preserve REIT Status 79 56 Section 15.12 No Partition 56 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit 57 EXHIBIT A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit EXHIBIT B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit EXHIBIT C NOTICE LIST OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 DESIGNATED PARTIES X-0 XXXXXXX X XXXXXX XX XXXXXXXXXX X-0 EXHIBIT E FORM OF UNIT CERTIFICATE E-1 EXHIBIT F PARTNERSHIP UNIT DESIGNATION OF THE CLASS I HIGH PERFORMANCE PARTNERSHIP UNITS F-1 EXHIBIT G PARTNERSHIP UNIT DESIGNATION OF THE CLASS ONE PARTNERSHIP PREFERRED UNITS G-1 EXHIBIT H PARTNERSHIP UNIT DESIGNATION OF THE CLASS TWO PARTNERSHIP PREFERRED UNITS H-1 EXHIBIT I PARTNERSHIP UNIT DESIGNATION OF THE CLASS THREE PARTNERSHIP PREFERRED UNITS I-1 EXHIBIT K PARTNERSHIP UNIT DESIGNATION OF THE CLASS SIX PARTNERSHIP PREFERRED UNITS K-1 EXHIBIT L PARTNERSHIP UNIT DESIGNATION OF THE CLASS SEVEN PARTNERSHIP PREFERRED UNITS L-1 EXHIBIT M PARTNERSHIP UNIT DESIGNATION OF THE CLASS A PARTNERSHIP PREFERRED UNITS OF AIMCO PROPERTIES, L.P. M-1 EXHIBIT N PARTNERSHIP UNIT DESIGNATION OF THE CLASS NINE PARTNERSHIP PREFERRED UNITS OF AIMCO PROPERTIES, L.P. N-1 EXHIBIT O PARTNERSHIP UNIT DESIGNATION OF THE CLASS TEN PARTNERSHIP PREFERRED UNITS OF AIMCO PROPERTIES, L.P. O-1 EXHIBIT P PARTNERSHIP UNIT DESIGNATION OF THE LTIP UNITS OF AIMCO PROPERTIES, L.P. P-1 THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTAIMCO PROPERTIES, L.P., dated as of [ ]July 29, 20111994, and restated as of April 8, 2019 (the “Amendment Date”), is made and entered into by and among AMERICAN ASSETS TRUST, INC.Apartment Investment and Management Company, a Maryland corporation (the “Previous General Partner”), AIMCO-GP, Inc., a Delaware corporation, as AIMCO-LP Trust, a Delaware statutory trust (the General Partner “Special Limited Partner”), and the Persons whose names are set forth on Exhibit A attached hereto, other Limited Partners (as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached heretodefined below).

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 68 Section 14.1 Procedures for Actions and Consents of Partners 72 68 Section 14.2 Amendments 72 68 Section 14.3 Actions and Consents of the Partners 72 69 ARTICLE 15 GENERAL PROVISIONS 73 70 Section 15.1 Redemption Rights of Qualifying Parties 73 70 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 77 Section 15.5 Further Action 78 77 Section 15.6 Binding Effect 78 77 Section 15.7 Waiver 78 77 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 78 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 80 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE FORM OF PARTNERSHIP UNIT CERTIFICATE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTCoreSite, L.P., dated as of [ ], 20112010, is made and entered into by and among AMERICAN ASSETS TRUST, INC.CoreSite Realty Corporation, a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 75 Section 14.1 Procedures for Actions and Consents of Partners 72 75 Section 14.2 Amendments 72 75 Section 14.3 Actions and Consents of the Partners 72 75 ARTICLE 15 GENERAL PROVISIONS 73 77 Section 15.1 Redemption Rights of Qualifying Parties 73 77 Section 15.2 Addresses and Notice 77 82 Section 15.3 Titles and Captions 77 82 Section 15.4 Pronouns and Plurals 78 82 Section 15.5 Further Action 78 82 Section 15.6 Binding Effect 78 82 Section 15.7 Waiver 78 82 Section 15.8 Counterparts 78 83 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 83 Section 15.10 Entire Agreement 79 83 Section 15.11 Invalidity of Provisions 79 84 Section 15.12 Limitation to Preserve REIT Status 79 84 Section 15.13 No Partition 80 85 Section 15.14 No Third-Party Rights Created Hereby 80 85 Section 15.15 No Rights as Stockholders 81 85 ARTICLE 16 LTIP Xxxxx XXXXX 00 Xxxxxxx 00.0 Designation 81 86 Section 16.2 Vesting 81 86 Section 16.3 Adjustments 82 86 Section 16.4 Distributions 83 87 Section 16.5 Allocations 83 88 Section 16.6 Transfers 84 88 Section 16.7 Redemption 84 88 Section 16.8 Legend 84 88 Section 16.9 Conversion to Partnership Common Units 84 89 Section 16.10 Voting 87 92 Section 16.11 Section 83 Safe Harbor 87 92 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 A-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 C-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, L.P., dated as of [ ]July 24, 20112013, is made and entered into by and among AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached from time to time party hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents of the Partners 72 ARTICLE 15 GENERAL PROVISIONS 73 74 Section 15.1 Redemption Rights of Qualifying Parties 73 74 Section 15.2 Addresses and Notice 77 80 Section 15.3 Titles and Captions 77 80 Section 15.4 Pronouns and Plurals 78 80 Section 15.5 Further Action 78 81 Section 15.6 Binding Effect 78 81 Section 15.7 Waiver 78 81 Section 15.8 Counterparts 78 81 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 81 Section 15.10 Entire Agreement 79 82 Section 15.11 Invalidity of Provisions 79 82 Section 15.12 Limitation to Preserve REIT Status 79 82 Section 15.13 No Partition 80 83 Section 15.14 No Third-Party Rights Created Hereby 80 83 Section 15.15 No Rights as Stockholders 81 84 ARTICLE 16 LTIP Xxxxx SERIES A PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation 81 and Number 84 Section 16.2 Vesting 81 Distributions 84 Section 16.3 Adjustments 82 Liquidation Proceeds 85 Section 16.4 Distributions 83 Redemption 86 Section 16.5 Allocations 83 Ranking 87 Section 16.6 Transfers 84 Voting Rights/Amendment 87 Section 16.7 Redemption 84 Transfer Restrictions 87 Section 16.8 Legend 84 Conversion 87 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 No Sinking Fund 88 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTCORESITE, L.P., dated as of [ ]December 12, 20112012, is made and entered into by and among AMERICAN ASSETS TRUST, INC.CORESITE REALTY CORPORATION, a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents of the Partners 72 ARTICLE 15 GENERAL PROVISIONS 73 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 Section 15.5 Further Action 78 Section 15.6 Binding Effect 78 Section 15.7 Waiver 78 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ]January 19, 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents Meetings of the Partners 72 73 ARTICLE 15 GENERAL PROVISIONS 73 74 Section 15.1 Redemption Rights of Qualifying Parties 73 74 Section 15.2 Addresses and Notice 77 78 Section 15.3 Titles and Captions 77 78 Section 15.4 Pronouns and Plurals 78 Section 15.5 Further Action 78 Section 15.6 Binding Effect 78 Section 15.7 Waiver 78 79 Section 15.8 Counterparts 78 79 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 79 Section 15.10 Entire Agreement 79 80 Section 15.11 Invalidity of Provisions 79 80 Section 15.12 Limitation to Preserve REIT Status 79 80 Section 15.13 No Partition 80 81 Section 15.14 No Third-Party Rights Created Hereby 80 81 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP SERIES A PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation and Number 82 Section 16.2 Rank 82 Section 16.3 Distributions 82 Section 16.4 Liquidation Preference 83 Section 16.5 Redemption of Series A Preferred Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Conversion 89 Section 16.7 Redemption 84 Voting Rights 91 Section 16.8 Legend 84 Provisions Effective After General Partner Fundamental Change 92 Section 16.9 Conversion to Partnership Common Units 84 Amendments 94 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as Exclusion of [ ], 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.Other Rights 94

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 50 Section 14.1 Procedures for Actions and Consents of Partners 72 50 Section 14.2 Amendments 72 50 Section 14.3 Actions and Consents Meetings of the Partners 72 51 ARTICLE 15 XV. GENERAL PROVISIONS 73 51 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 51 Section 15.3 15.2 Titles and Captions 77 51 Section 15.4 15.3 Pronouns and Plurals 78 52 Section 15.4 Further Action 52 Section 15.5 Further Action 78 Binding Effect 52 Section 15.6 Binding Effect 78 Waiver 52 Section 15.7 Waiver 78 Counterparts 52 Section 15.8 Counterparts 78 Applicable Law 52 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Entire Agreement 52 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 52 Section 15.12 15.11 Limitation to Preserve REIT Status 79 52 Section 15.12 No Partition 53 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 53 Section 15.15 15.14 No Rights as Shareholders of General Partner or Stockholders 81 of Parent 53 Section 15.15 Creditors 53 ARTICLE 16 LTIP Xxxxx XVI. SERIES A PARTICIPATING REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation 81 and Number 53 Section 16.2 Vesting 81 Distributions 54 Section 16.3 Adjustments 82 Liquidation Proceeds 54 Section 16.4 Distributions 83 Redemption 55 Section 16.5 Allocations 83 Ranking 57 Section 16.6 Transfers 84 Voting Rights 57 Section 16.7 Redemption 84 Transfer Restrictions 57 Section 16.8 Legend 84 No Conversion Rights 57 Section 16.9 Conversion to Partnership Common Units 84 No Sinking Fund 58 Section 16.10 Article 8 Opt-In 58 ARTICLE XVII. SERIES B REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation and Number 58 Section 17.2 Distributions 58 Section 17.3 Liquidation Proceeds 59 Section 17.4 Redemption 59 Section 17.5 Ranking 61 Section 17.6 Voting 87 Rights 62 Section 16.11 17.7 Transfer Restrictions 62 Section 83 Safe Harbor 87 Exhibit 17.8 No Conversion Rights 62 Section 17.9 No Sinking Fund 62 Section 17.10 Article 8 Opt-In 62 EXHIBIT A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit EXHIBIT B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION B-1 EXHIBIT C OBLIGATED PARTNERS AND PROTECTED AMOUNTS C-1 Exhibit D CONVERSION EXHIBIT E NOTICE D-1 OF SERIES A PREFERRED REDEMPTION E-1 EXHIBIT F NOTICE OF SERIES B PREFERRED REDEMPTION F-1 THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.EXTRA SPACE STORAGE LP, dated as of [ ]August 29, 20112013, is made and entered into by and among AMERICAN ASSETS TRUST, INC.ESS Holdings Business Trust I, a Maryland corporation, as Massachusetts business trust (the “General Partner Partner”) and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and partners listed on Exhibit A attached heretohereto (each a “Limited Partner”).

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 75 Section 14.1 Procedures for Actions and Consents of Partners 72 75 Section 14.2 Amendments 72 75 Section 14.3 Actions and Consents of the Partners 72 75 ARTICLE 15 GENERAL PROVISIONS 73 77 Section 15.1 Redemption Rights of Qualifying Parties 73 77 Section 15.2 Addresses and Notice 77 82 Section 15.3 Titles and Captions 77 82 Section 15.4 Pronouns and Plurals 78 82 Section 15.5 Further Action 78 82 Section 15.6 Binding Effect 78 82 Section 15.7 Waiver 78 82 Section 15.8 Counterparts 78 83 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 83 Section 15.10 Entire Agreement 79 83 Section 15.11 Invalidity of Provisions 79 84 Section 15.12 Limitation to Preserve REIT Status 79 84 Section 15.13 No Partition 80 85 Section 15.14 No Third-Party Rights Created Hereby 80 85 Section 15.15 No Rights as Stockholders 81 85 ARTICLE 16 LTIP Xxxxx XXXXX 00 Xxxxxxx 00.0 Designation 81 86 Section 16.2 Vesting 81 86 Section 16.3 Adjustments 82 86 Section 16.4 Distributions 83 87 Section 16.5 Allocations 83 88 Section 16.6 Transfers 84 88 Section 16.7 Redemption 84 88 Section 16.8 Legend 84 88 Section 16.9 Conversion to Partnership Common Units 84 89 Section 16.10 Voting 87 92 Section 16.11 Section 83 Safe Harbor 87 92 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 A-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 C-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, L.P., dated as of [ l ], 20112013, is made and entered into by and among AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached from time to time party hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 80 Section 14.1 Procedures for Actions and Consents of Partners 72 80 Section 14.2 Amendments 72 80 Section 14.3 Actions and Consents of the Partners 72 80 ARTICLE 15 GENERAL PROVISIONS 73 82 Section 15.1 Redemption Rights of Qualifying Parties 73 82 Section 15.2 Addresses and Notice 77 86 Section 15.3 Titles and Captions 77 86 Section 15.4 Pronouns and Plurals 78 86 Section 15.5 Further Action 78 86 Section 15.6 Binding Effect 78 86 Section 15.7 Waiver 78 86 Section 15.8 Counterparts 78 87 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 87 Section 15.10 Entire Agreement 79 87 Section 15.11 Invalidity of Provisions 79 88 Section 15.12 Limitation to Preserve REIT Status 79 88 Section 15.13 No Partition 80 89 Section 15.14 No Third-Party Rights Created Hereby 80 89 Section 15.15 No Rights as Stockholders 81 89 ARTICLE 16 LTIP Xxxxx XXXXX 00 Xxxxxxx 00.0 Designation 81 89 Section 16.2 Vesting 81 89 Section 16.3 Adjustments 82 90 Section 16.4 Distributions 83 91 Section 16.5 Allocations 83 91 Section 16.6 Transfers 84 91 Section 16.7 Redemption 84 92 Section 16.8 Legend 84 92 Section 16.9 Conversion to Partnership Common Units 84 92 Section 16.10 Voting 87 95 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit 95 ARTICLE 17 PERFORMANCE XXXXX 00 Xxxxxxx 00.0 Designation 95 Section 17.2 Vesting 95 Section 17.3 Adjustments 96 Section 17.4 Distributions 97 Section 17.5 Allocations 97 Section 17.6 Transfers 98 Section 17.7 Redemption 98 Section 17.8 Legend 98 Section 17.9 Conversion to Partnership Common Units 98 Section 17.10 Voting 101 ARTICLE 18 [RESERVED] 101 ARTICLE 19 SERIES B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit PREFERRED XXXXX 000 Xxxxxxx 00.0 Designation and Number 101 Section 19.2 Distributions 101 Section 19.3 Liquidation Proceeds 103 Section 19.4 Redemption 104 Section 19.5 Ranking 104 Section 19.6 Voting Rights 104 Section 19.7 Transfer Restrictions 104 Section 19.8 Conversion 104 Section 19.9 No Sinking Fund 104 ARTICLE 20 Series 1 CPOP XXXXX 000 Xxxxxxx 00.0 Designation and Number 105 Section 20.2 Ranking 105 Section 20.3 Distributions 105 Section 20.4 Liquidation Preference 106 Section 20.5 Redemption of Series 1 CPOP Units 107 Section 20.6 Conversion 107 Section 20.7 Voting Rights. 109 Section 20.8 Amendments. 109 Section 20.9 Exclusion of Other Rights. 109 ARTICLE 21 SERIES C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 2011, is made PREFERRED XXXXX 000 Xxxxxxx 00.0 Designation and entered into by Number 110 Section 21.2 Distributions 110 Section 21.3 Liquidation Proceeds 112 Section 21.4 Redemption 112 Section 21.5 Ranking 112 Section 21.6 Voting Rights 113 Section 21.7 Transfer Restrictions 113 Section 21.8 Conversion 113 Section 21.9 No Sinking Fund 113 ARTICLE 22 Series 2 CPOP XXXXX 000 Xxxxxxx 00.0 Designation and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.Number 113 Section 22.2 Ranking 113 Section 22.3 Distributions 114

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 58 Section 14.1 Procedures for Actions and Consents of Partners 72 Partners. 58 Section 14.2 Amendments 72 Amendments. 58 Section 14.3 Actions and Consents of the Partners 72 Partners. 59 ARTICLE 15 GENERAL PROVISIONS 73 60 Section 15.1 Redemption Rights of Qualifying Parties 73 Parties. 60 Section 15.2 Addresses and Notice 77 Notice. 63 Section 15.3 Titles and Captions 77 Captions. 63 Section 15.4 Pronouns and Plurals 78 Plurals. 63 Section 15.5 Further Action 78 Action. 63 Section 15.6 Binding Effect 78 Effect. 63 Section 15.7 Waiver 78 Waiver. 63 Section 15.8 Counterparts 78 Counterparts. 64 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Trial. 64 Section 15.10 Entire Agreement 79 Agreement. 64 Section 15.11 Invalidity of Provisions 79 Provisions. 65 Section 15.12 Limitation to Preserve REIT Status 79 Status. 65 Section 15.13 No Partition 80 Partition. 66 Section 15.14 No Third-Party Rights Created Hereby 80 Hereby. 66 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Stockholders. 66 Schedule II PERSONS EXEMPTED FROM THE RESTRICTED PERIOD II-1 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING REIT SHARE ADJUSTMENT FACTOR B-1 A-1 Exhibit C NOTICE OF REDEMPTION ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.INVITATION HOMES OPERATING PARTNERSHIP LP, dated as of [ ]August 9, 20112017, is made and entered into by and among AMERICAN ASSETS TRUSTInvitation Homes OP GP LLC, INC.a Delaware limited liability company, as the General Partner, Invitation Homes Inc., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partnersSpecial Limited Partner, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached heretoin the books and records of the Partnership. This Agreement shall be effective at the Effective Time.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents of the Partners 72 ARTICLE 15 GENERAL PROVISIONS 73 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 Section 15.5 Further Action 78 Section 15.6 Binding Effect 78 Section 15.7 Waiver 78 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx Uxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 Exhibit E FORCED CONVERSION NOTICE E-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 20112010, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 53 Section 14.1 Procedures for Actions and Consents of Partners 72 53 Section 14.2 Amendments 72 53 Section 14.3 Actions and Consents Meetings of the Partners 72 53 ARTICLE 15 XV. GENERAL PROVISIONS 73 54 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 54 Section 15.3 15.2 Titles and Captions 77 54 Section 15.4 15.3 Pronouns and Plurals 78 54 Section 15.4 Further Action 54 Section 15.5 Further Action 78 Binding Effect 54 Section 15.6 Binding Effect 78 Waiver 55 Section 15.7 Waiver 78 Counterparts 55 Section 15.8 Counterparts 78 Applicable Law 55 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Entire Agreement 55 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 55 Section 15.12 15.11 Limitation to Preserve REIT Status 79 55 Section 15.12 No Partition 56 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 56 Section 15.15 15.14 No Rights as Shareholders of General Partner or Stockholders 81 of Parent 56 Section 15.15 Creditors 56 ARTICLE 16 LTIP Xxxxx XVI. SERIES A PARTICIPATING REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation 81 and Number 56 Section 16.2 Vesting 81 Distributions 56 Section 16.3 Adjustments 82 Liquidation Proceeds 57 Section 16.4 Distributions 83 Redemption 58 Section 16.5 Allocations 83 Ranking 59 Section 16.6 Transfers 84 Voting Rights 59 Section 16.7 Redemption 84 Transfer Restrictions 59 Section 16.8 Legend 84 No Conversion Rights 59 Section 16.9 Conversion to Partnership Common Units 84 No Sinking Fund 59 Section 16.10 Article 8 Opt-In 59 ARTICLE XVII. SERIES B REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation and Number 59 Section 17.2 Distributions 60 Section 17.3 Liquidation Proceeds 60 Section 17.4 Redemption 61 Section 17.5 Ranking 62 Section 17.6 Voting 87 Rights 62 Section 16.11 17.7 Transfer Restrictions 62 Section 83 Safe Harbor 87 Exhibit 17.8 No Conversion Rights 62 Section 17.9 No Sinking Fund 63 Section 17.10 Article 8 Opt-In 63 ARTICLE XVIII. SERIES C CONVERTIBLE REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation and Number 63 Section 18.2 Distributions 63 Section 18.3 Liquidation Proceeds 64 Section 18.4 Redemption 64 Section 18.5 Conversion 65 Section 18.6 Ranking 67 Section 18.7 Voting Rights 67 Section 18.8 Transfer Restrictions 67 Section 18.9 No Sinking Fund 67 Section 18.10 Article 8 Opt-In 67 ARTICLE XIX. SERIES D REDEEMABLE PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation and Number 68 Section 19.2 Distributions 68 Section 19.3 Liquidation Proceeds 69 Section 19.4 Redemption 69 Section 19.5 Ranking 70 Section 19.6 Voting Rights 70 Section 19.7 Transfer Restrictions 71 Section 19.8 No Conversion Rights 71 Section 19.9 No Sinking Fund 71 Section 19.10 Article 8 Opt-In 71 EXHIBIT A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit EXHIBIT B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION B-1 EXHIBIT C OBLIGATED PARTNERS AND PROTECTED AMOUNTS C-1 Exhibit EXHIBIT D LIST OF WHOLLY OWNED EARLY STAGE LEASE-UP STORAGE FACILITIES D-1 EXHIBIT E NOTICE OF SERIES A PREFERRED REDEMPTION E-1 EXHIBIT F NOTICE OF SERIES B PREFERRED REDEMPTION F-1 EXHIBIT G NOTICE OF SERIES C PREFERRED CONVERSION G-1 EXHIBIT H NOTICE D-1 OF SERIES C PREFERRED REDEMPTION H-1 EXHIBIT I NOTICE OF SERIES D PREFERRED REDEMPTION I-1 ANNEX A ACCELERATED REDEMPTION PLAN AA-1 ANNEX B STANDARD REDEMPTION PLAN BB-1 THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.EXTRA SPACE STORAGE LP, dated as of [ ]December 2, 20112013, is made and entered into by and among AMERICAN ASSETS TRUST, INC.ESS Holdings Business Trust I, a Maryland corporation, as Massachusetts business trust (the “General Partner Partner”) and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and partners listed on Exhibit A attached heretohereto (each a “Limited Partner”).

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 68 Section 14.1 Procedures for Actions and Consents of Partners 72 68 Section 14.2 Amendments 72 68 Section 14.3 Actions and Consents of the Partners 72 69 ARTICLE 15 GENERAL PROVISIONS 73 70 Section 15.1 Redemption Rights of Qualifying Parties 73 70 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 77 Section 15.5 Further Action 78 77 Section 15.6 Binding Effect 78 77 Section 15.7 Waiver 78 77 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 78 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 80 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE FORM OF PARTNERSHIP UNIT CERTIFICATE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTCoreSite, L.P., dated as of [ ], 20112010, is made and entered into by and among AMERICAN ASSETS TRUST, INC.CoreSite Realty Corporation, a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 64 Section 14.1 Procedures for Actions and Consents of Partners 72 Partners. 64 Section 14.2 Amendments 72 Amendments. 64 Section 14.3 Actions and Consents of the Partners 72 Partners. 65 ARTICLE 15 GENERAL PROVISIONS 73 66 Section 15.1 Redemption Rights of Qualifying Parties 73 Parties. 66 Section 15.2 Addresses and Notice 77 Notice. 69 Section 15.3 Titles and Captions 77 Captions. 70 Section 15.4 Pronouns and Plurals 78 Plurals. 70 Section 15.5 Further Action 78 Action. 70 Section 15.6 Binding Effect 78 Effect. 70 Section 15.7 Waiver 78 Waiver. 70 Section 15.8 Counterparts 78 Counterparts. 71 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Trial. 71 Section 15.10 Entire Agreement 79 Agreement. 71 Section 15.11 Invalidity of Provisions 79 Provisions. 71 Section 15.12 Limitation to Preserve REIT Status 79 Status. 72 Section 15.13 No Partition 80 Partition. 72 Section 15.14 No Third-Party Rights Created Hereby 80 Hereby. 73 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 Stockholders. 73 Schedule I LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 I-1 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING REIT SHARE ADJUSTMENT FACTOR B-1 A-1 Exhibit C NOTICE OF REDEMPTION ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.INVITATION HOMES OPERATING PARTNERSHIP LP, dated as of [ [●], 2011201[●], is made and entered into by and among AMERICAN ASSETS TRUSTInvitation Homes OP GP LLC, INC.a Delaware limited liability company, as the General Partner, Invitation Homes Inc., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partnersSpecial Limited Partner, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached heretoin the books and records of the Partnership. This Agreement shall be effective at the Effective Time.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 59 Section 14.1 Procedures for 13.1 Actions and Consents of Partners 72 59 Section 14.2 13.2 Amendments 72 59 Section 14.3 13.3 Procedures for Meetings and Actions and Consents of the Partners 72 60 ARTICLE 15 GENERAL PROVISIONS 73 XIV REDEMPTION RIGHTS 61 Section 14.1 Exchange of Partnership Class A Common Units 61 Section 14.2 Exchange for Cash Amount 62 Section 14.3 Exchange for Stock Amount 63 Section 14.4 Class A Shares to be Issued 64 Section 14.5 Expenses 64 Section 14.6 Conflicts 64 Section 14.7 Other Exchange Procedures 65 Section 14.8 Pro Rata Treatment of Exchanging Qualifying Parties 65 Section 14.9 Withholding 65 ARTICLE XV MISCELLANEOUS 65 Section 15.1 Redemption Rights of Qualifying Parties 73 Partnership Counsel 65 Section 15.2 Addresses and Notice 77 Appointment of General Partner as Attorney-in-Fact 66 Section 15.3 Titles and Captions 77 Arbitration 67 Section 15.4 Pronouns Accounting and Plurals 78 Fiscal Year 68 Section 15.5 Further Action 78 Entire Agreement 68 Section 15.6 Further Assurances 68 Section 15.7 Notices 68 Section 15.8 Governing Law 69 Section 15.9 Construction 69 Section 15.10 Binding Effect 78 69 Section 15.7 Waiver 78 15.11 Severability 69 Section 15.8 Counterparts 78 15.12 Confidentiality 69 Section 15.9 Applicable Law; 15.13 Consent to Jurisdiction; Waiver Use of Jury Trial 78 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Name 71 Section 15.14 No Third-Party Rights Created Hereby 80 Consent by Spouse 71 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Counterparts 72 Section 16.2 Vesting 81 15.16 Other Agreements 72 Section 16.3 Adjustments 82 15.17 Survival 72 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B 15.18 Anti-Money Laundering Representations and Undertakings 72 EXHIBIT A: EXAMPLES REGARDING ADJUSTMENT FACTOR EXHIBIT B: FORM OF ELECTION OF EXCHANGE EXHIBIT C: CONSENT BY SPOUSE EXHIBIT D: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS 10b5-1 Plan 2 AAA 67 Act 1, 2 Actions 42 Additional Funds 25 Additional Limited Partner 2 Adjusted Capital Account 2 Adjusted Capital Account Deficit 2 Adjustment Factor 3 Affiliate 4 Agreement 4 AML and Sanctions Laws D-1 Annual Income Tax Liability 4 Applicable Sale 44 Applicable Sale Notice 45 Asset 4 Assets 4 Assignee 5 Bankruptcy 5 Board of Directors 5 Business Day 5 Capital Account 5 Capital Contribution 6 Capital Share 6 Cash Amount 6 Cash Amount Settlement Date 6 Certificate 6 Class A Share 6 Class B Share 6 Class B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE Share 6 Class B-2 Share 6 Code 6 Common Share 6 Company 1, 6 Consent 6 Consent of the Limited Partners 7 Consent of the Partners 7 Contributed Asset 7 control 4 Controlled Entity 7 Conversion 1, 7 Cut-Off Date 7 De Minimis 7 Debt 7 Depreciation 7 Designated Individual 8, 47 De-SPAC Transaction 1 Disabling Event 8 Dispute 67 Distributed Right 3 Division 1, 8 Drag-Along Right 44 Effective Date 1, 8 Election of Exchange 8 Equity Plan 8 ERISA 8 Event of Withdrawal 57 Exchange 8 Exchange Act 8 Family Members 8 Fiscal Year 8, 68 Formation Date 1, 8 Founding Partner 8 Funding Debt 8 General Partner 8 Gross Asset Value 9 Holder 10 Illegal Activity D- Imputed Underpayment Amount 10, 48 Incapacitated 10 Incapacity 10 Indemnitee 10 Ineligible Partnership Unit 10 IRS 10 Liabilities 42 Limited Partner 11 Liquidating Event 57 Liquidator 57 LLC Act 1, 11 Lock-Up Period 11 Majority in Interest of the Limited Partners 11 Majority in Interest of the Partners 11 Merger 1 Net Income 12 Net Loss 12 New Securities 13 New York Courts 68 Nonrecourse Deductions 13 Nonrecourse Liability 13 Optionee 13 Original Agreement 1, 13 Partner 13 Partner Minimum Gain 13 Partner Nonrecourse Debt 13 Partner Nonrecourse Deductions 13 Partners 13 Partnership 1, 13 Partnership Audit Procedures 13 Partnership Class A Common Xxxx 00 Xxxxxxxxxxx Xxxxx X Xxxxxx Xxxx 00 Partnership Class B-1 Common Xxxx 00 Partnership Class B-2 Common Xxxx 00 Xxxxxxxxxxx Xxxxxx Xxxx 00 Partnership Counsel 66 Partnership Employee 14 Partnership Equivalent Xxxxx 00 Xxxxxxxxxxx Xxxxxxxx 00 Partnership Junior Unit 14 Partnership Minimum Gain 14 Partnership Preferred Xxxx 00 Partnership Record Date 15 Partnership Representative 15, 47 Partnership Xxxx 00 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx 24 Percentage Interest 15 Permitted ATM Distribution Period 15 Permitted ATM Funding 15 Permitted Transfer 15 Permitted Transferee 16 Person 16 Pledge 16 Predecessor General Partner 1, 16 Preferred Share 16 Previous LPA 1, 16 Primary Issuance Funding 16, 62 Primary Issuance Funding Notice 62 Primary Issuance Shares 16, 62 Primary Issuance Units 16, 62 Professionals 1, 16 Professionals Class A Common Units 16 Professionals Class A-1 Common Units 16 Professionals Class A-2 Common Units 16 Professionals Class A-3 Common Units 16 Professionals LPA 1, 16 Professionals Notice of Redemption and Exchange 16 Professionals Partner 17 Professionals Partner Elections 8, 17 Publicly Traded 17 PWP Entities 17 PWP GP 1, 17 PWP LLC 1 Qualified DRIP 17 Qualified Transferee 17 Qualifying Party 17 Quarter 17 Quarterly Exchange Date 17 Register 23 Regulations 18 Regulatory Allocations 33 Relevant Jurisdiction D-1 Relevant Securities 18 Restorative Transaction 18, 38 Sanctions Authority D-1 SEC 18 Securities Act 18 Separation Date 1, 18 Special Limited Partner 1, 18 Stock Amount 18 Stock Settlement Notice 18 Subsidiary 18 Substituted Limited Partner 19 Surviving Partnership 55 Tax Items 19, 33 Termination Transaction 19 Third-Party Pledge Transferee 19 Trading Day 19 Transaction Agreement 1 Transfer 19 Value 19 Withdrawing Partner 20 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.PWP HOLDINGS LP, dated as of [ ]June 24, 20112021 (the “Effective Date”), is made and entered into by and among AMERICAN ASSETS TRUST, INC.PWP GP LLC, a Maryland corporationDelaware limited liability company (“PWP GP”), as Xxxxxxx Xxxxxxxx Partners (f/k/a FinTech Acquisition Corp. IV), a Delaware corporation (the General Partner “Special Limited Partner”), PWP Professional Partners LP, a Delaware limited partnership (“Professionals”), and the Persons whose names are set forth on Exhibit A attached hereto, other Limited Partners (as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached heretodefined herein).

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 85 Section 14.1 Procedures for Actions and Consents of Partners 72 85 Section 14.2 Amendments 72 85 Section 14.3 Actions and Consents Meetings of the Partners 72 ARTICLE 15 86 Section 14.4 Voting Rights of LTIP Xxxxx 00 XXXXXXX XX GENERAL PROVISIONS 73 87 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 87 Section 15.3 15.2 Titles and Captions 77 87 Section 15.4 15.3 Pronouns and Plurals 78 87 Section 15.4 Further Action 88 Section 15.5 Further Action 78 Binding Effect 88 Section 15.6 Binding Effect 78 Waiver 88 Section 15.7 Waiver 78 Counterparts 88 Section 15.8 Counterparts 78 Applicable Law 88 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Entire Agreement 88 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 89 Section 15.12 15.11 Limitation to Preserve REIT Status 79 89 Section 15.12 No Partition 89 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 90 Section 15.15 15.14 No Rights as Stockholders 81 90 ARTICLE 16 LTIP XVI SERIES A PREFERRED UNITS 90 Section 16.1 Number 90 Section 16.2 Distributions 90 Section 16.3 Liquidation Preference 92 Section 16.4 Redemption of the Series A Preferred Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Conversion 94 Section 16.6 Transfers 84 Ranking 94 Section 16.7 Redemption 84 Voting 95 Section 16.8 Legend 84 Restrictions on Ownership and Transfer 95 Section 16.9 General 95 ARTICLE XVII SERIES B PREFERRED UNITS 96 Section 17.1 Number 96 Section 17.2 Distributions 96 Section 17.3 Liquidation Preference 98 Section 17.4 Redemption of the Series B Preferred Units 98 Section 17.5 Conversion to Partnership Common 99 Section 17.6 Ranking 99 Section 17.7 Voting 101 Section 17.8 Restrictions on Ownership and Transfer 101 Section 17.9 General 101 ARTICLE XVIII SERIES C PREFERRED UNITS 101 Section 18.1 Number 101 Section 18.2 Distributions 102 Section 18.3 Liquidation Preference 103 Section 18.4 Redemption of the Series C Preferred Units 84 104 Section 16.10 18.5 Conversion 105 Section 18.6 Ranking 106 Section 18.7 Voting 87 107 Section 16.11 18.8 Restrictions on Ownership and Transfer 107 Section 83 Safe Harbor 87 Exhibit 18.9 General 107 ARTICLE XIX SERIES D PREFERRED UNITS 108 Section 19.1 Number 108 Section 19.2 Distributions 108 Section 19.3 Liquidation Preference 109 Section 19.4 Redemption of the Series D Preferred Units 110 Section 19.5 Conversion 112 Section 19.6 Ranking 112 Section 19.7 Voting 113 Section 19.8 Restrictions on Ownership and Transfer 114 Section 19.9 General 114 ARTICLE XX SERIES E PREFERRED UNITS 114 Section 20.1 Number 114 Section 20.2 Distributions 114 Section 20.3 Liquidation Preference 116 Section 20.4 Redemption of the Series E Preferred Units 117 Section 20.5 Conversion 118 Section 20.6 Ranking 119 Section 20.7 Voting 120 Section 20.8 Restrictions on Ownership and Transfer 120 Section 20.9 General 120 EXHIBIT A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit EXHIBIT B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION B-1 EXHIBIT C-1 Exhibit CERTIFICATION OF NON-FOREIGN STATUS (For Redeeming Limited Partners That Are Entities)……………………………………………………………………...C-1 EXHIBIT C-2 CERTIFICATION OF NON-FOREIGN STATUS (For Redeeming Limited Partners That Are Individuals)………………………………………………………………….C-2 EXHIBIT D NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS D-1 EXHIBIT F NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION NOTICE D-1 OF LTIP UNITS INTO PARTNERSHIP COMMON UNITS E-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P.NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, dated as of [ ]March 13, 2011, 2015 is made and entered into by and among AMERICAN ASSETS TRUST, INC.NorthStar Realty Finance Corp., a Maryland corporationcorporation (the “Company”), as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partnersa Limited Partner, and any Additional Limited Partner the limited partners that is admitted are a party hereto from time to time to the Partnership and listed on Exhibit A attached heretotime.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 82 Section 14.1 Procedures for Actions and Consents of Partners 72 82 Section 14.2 Amendments 72 82 Section 14.3 Actions and Consents Meetings of the Partners 72 83 ARTICLE 15 GENERAL PROVISIONS 73 84 Section 15.1 Redemption Rights of Qualifying Parties 73 84 Section 15.2 Addresses and Notice 77 91 Section 15.3 Titles and Captions 77 92 Section 15.4 Pronouns and Plurals 78 92 Section 15.5 Further Action 78 92 Section 15.6 Binding Effect 78 92 Section 15.7 Waiver 78 92 Section 15.8 Counterparts 78 93 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 93 Section 15.10 Entire Agreement 79 93 Section 15.11 Invalidity of Provisions 79 94 Section 15.12 Limitation to Preserve REIT Status 79 94 Section 15.13 No Partition 80 94 Section 15.14 No Third-Party Rights Created Hereby 80 95 Section 15.15 No Rights as Stockholders 81 95 ARTICLE 16 LTIP Xxxxx SERIES A PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation 81 and Number 95 Section 16.2 Vesting 81 Rank 95 Section 16.3 Adjustments 82 Distributions 96 Section 16.4 Distributions 83 Liquidation Preference 97 Section 16.5 Allocations 83 Redemption of Series A Preferred Units 97 Section 16.6 Transfers 84 Conversion 103 Section 16.7 Redemption 84 Voting Rights 105 Section 16.8 Legend 84 Provisions Effective After General Partner Fundamental Change 106 Section 16.9 Conversion to Partnership Common Units 84 Amendments 108 Section 16.10 Exclusion of Other Rights 108 ARTICLE 17 SERIES B PREFERRED UNITS 109 Section 17.1 Designation 109 Section 17.2 Distributions 109 Section 17.3 Liquidation Preference 111 Section 17.4 Rank 112 Section 17.5 Voting 87 Rights 112 Section 16.11 17.6 Transfer Restrictions 112 Section 83 Safe Harbor 87 17.7 No Conversion Rights 112 Section 17.8 No Sinking Fund 112 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C COMMON NOTICE OF REDEMPTION C-1 Exhibit D SERIES A NOTICE OF REDEMPTION D-1 Exhibit E SERIES A NOTICE OF CONVERSION NOTICE D-1 E-1 THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTXXXXXX PACIFIC PROPERTIES, L.P., dated as of [ [—], 20112015, is made and entered into by and among AMERICAN ASSETS TRUSTamong, XXXXXX PACIFIC PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Partners72 Section 14.2 Amendments 72 Amendments72 Section 14.3 Actions and Consents Meetings of the Partners 72 ARTICLE Partners73 Article 15 GENERAL PROVISIONS 73 74 Section 15.1 Redemption Rights of Qualifying Parties 73 Addresses and Notice74 Section 15.2 Addresses Titles and Notice 77 Captions74 Section 15.3 Titles Pronouns and Captions 77 Plurals74 Section 15.4 Pronouns and Plurals 78 Further Action74 Section 15.5 Further Action 78 Binding Effect74 Section 15.6 Binding Effect 78 Waiver74 Section 15.7 Waiver 78 Counterparts75 Section 15.8 Counterparts 78 Applicable Law75 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Entire Agreement75 Section 15.10 Entire Agreement 79 Invalidity of Provisions75 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Status75 Section 15.12 No Partition76 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Hereby76 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE LIST OF REDEMPTION C-1 DESIGNATED PARTIES X-0 Xxxxxxx X XXXXXX XX XXXXXXXXXX X-0 Exhibit D CONVERSION NOTICE D-1 E FORM OF UNIT CERTIFICATE E-1 Exhibit F AMENDED AND RESTATED PARTNERSHIP UNIT DESIGNATION OF THE CLASS I HIGH PERFORMANCE PARTNERSHIP UNITS OF APARTMENT INCOME REIT, L.P. F-1 Exhibit G PARTNERSHIP UNIT DESIGNATION OF THE CLASS ONE PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. G-1 Exhibit H PARTNERSHIP UNIT DESIGNATION OF THE CLASS TWO PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. H-1 Exhibit I PARTNERSHIP UNIT DESIGNATION OF THE CLASS THREE PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. I-1 Exhibit J PARTNERSHIP UNIT DESIGNATION OF THE CLASS FOUR PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. J-1 Exhibit K PARTNERSHIP UNIT DESIGNATION OF THE CLASS SIX PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. K-1 Exhibit L PARTNERSHIP UNIT DESIGNATION OF THE CLASS SEVEN PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. L-1 Exhibit M [reserved] M-1 Exhibit N PARTNERSHIP UNIT DESIGNATION OF THE CLASS NINE PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. N-1 Exhibit O [reserved] O-1 Exhibit P PARTNERSHIP UNIT DESIGNATION OF THE LTIP UNITS OF APARTMENT INCOME REIT, L.P. P-1 Exhibit Q PARTNERSHIP UNIT DESIGNATION OF THE CLASS ELEVEN PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. Q-1 Exhibit R PARTNERSHIP UNIT DESIGNATION OF THE CLASS TWELVE PARTNERSHIP PREFERRED UNITS OF APARTMENT INCOME REIT, L.P. R-1 THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTAPARTMENT INCOME REIT, L.P. (formerly known as AIMCO Properties, L.P.), dated as amended and restated as of [ ]July 7, 20112021 (the “Amendment Date”), is made and entered into by and among AMERICAN ASSETS TRUST, INC.Apartment Income REIT Corp., a Maryland corporation (the “Previous General Partner”), REIT Sub 1, REIT Sub 2 (REIT Sub 1, together with REIT Sub 2 and the Previous General Partner (solely in respect of its status as a Limited Partner), the “Special Limited Partners”), AIR-GP, Inc. (formerly known as AIMCO-GP, Inc.), a Delaware corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, other Limited Partners (as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.defined below); and

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 68 Section 14.1 Procedures for Actions and Consents of Partners 72 68 Section 14.2 Amendments 72 68 Section 14.3 Actions and Consents of the Partners 72 69 ARTICLE 15 GENERAL PROVISIONS 73 70 Section 15.1 Redemption Rights of Qualifying Parties 73 70 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 77 Section 15.5 Further Action 78 77 Section 15.6 Binding Effect 78 77 Section 15.7 Waiver 78 77 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 78 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 80 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTCoreSite, L.P., dated as of [ ], 20112010, is made and entered into by and among AMERICAN ASSETS TRUST, INC.CoreSite Realty Corporation, a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 82 Section 14.1 Procedures for Actions and Consents of Partners 72 82 Section 14.2 Amendments 72 82 Section 14.3 Actions and Consents Meetings of the Partners 72 83 ARTICLE 15 GENERAL PROVISIONS 73 84 Section 15.1 Redemption Rights of Qualifying Parties 73 84 Section 15.2 Addresses and Notice 77 92 Section 15.3 Titles and Captions 77 92 Section 15.4 Pronouns and Plurals 78 92 Section 15.5 Further Action 78 92 Section 15.6 Binding Effect 78 92 Section 15.7 Waiver 78 92 Section 15.8 Counterparts 78 93 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 93 Section 15.10 Entire Agreement 79 93 Section 15.11 Invalidity of Provisions 79 94 Section 15.12 Limitation to Preserve REIT Status 79 94 Section 15.13 No Partition 80 95 Section 15.14 No Third-Party Rights Created Hereby 80 95 Section 15.15 No Rights as Stockholders 81 95 ARTICLE 16 LTIP Xxxxx SERIES A PREFERRED XXXXX 00 Xxxxxxx 00.0 Designation 81 and Number 95 Section 16.2 Vesting 81 Rank 96 Section 16.3 Adjustments 82 Distributions 96 Section 16.4 Distributions 83 Liquidation Preference 97 Section 16.5 Allocations 83 Redemption of Series A Preferred Units 97 Section 16.6 Transfers 84 Conversion 103 Section 16.7 Redemption 84 Voting Rights 105 Section 16.8 Legend 84 Provisions Effective After General Partner Fundamental Change 106 Section 16.9 Conversion to Partnership Common Units 84 Amendments 108 Section 16.10 Exclusion of Other Rights 109 ARTICLE 17 SERIES B PREFERRED UNITS 109 Section 17.1 Designation 109 Section 17.2 Distributions 109 Section 17.3 Liquidation Preference 111 Section 17.4 Rank 112 Section 17.5 Voting 87 Rights 112 Section 16.11 17.6 Transfer Restrictions 112 Section 83 Safe Harbor 87 17.7 No Conversion Rights 112 Section 17.8 No Sinking Fund 112 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C COMMON NOTICE OF REDEMPTION C-1 Exhibit D SERIES A NOTICE OF REDEMPTION D-1 Exhibit E SERIES A NOTICE OF CONVERSION NOTICE D-1 E-1 THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTXXXXXX PACIFIC PROPERTIES, L.P., dated as of [ ]April 1, 20112015, is made and entered into by and among AMERICAN ASSETS TRUSTamong, XXXXXX PACIFIC PROPERTIES, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 75 Section 14.1 Procedures for Actions and Consents of Partners 72 75 Section 14.2 Amendments 72 75 Section 14.3 Actions and Consents of the Partners 72 75 ARTICLE 15 GENERAL PROVISIONS 73 77 Section 15.1 Redemption Rights of Qualifying Parties 73 77 Section 15.2 Addresses and Notice 77 82 Section 15.3 Titles and Captions 77 82 Section 15.4 Pronouns and Plurals 78 82 Section 15.5 Further Action 78 82 Section 15.6 Binding Effect 78 82 Section 15.7 Waiver 78 82 Section 15.8 Counterparts 78 83 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 83 Section 15.10 Entire Agreement 79 83 Section 15.11 Invalidity of Provisions 79 84 Section 15.12 Limitation to Preserve REIT Status 79 84 Section 15.13 No Partition 80 85 Section 15.14 No Third-Party Rights Created Hereby 80 85 Section 15.15 No Rights as Stockholders 81 85 ARTICLE 16 LTIP Xxxxx XXXXX 00 Xxxxxxx 00.0 Designation 81 86 Section 16.2 Vesting 81 86 Section 16.3 Adjustments 82 86 Section 16.4 Distributions 83 87 Section 16.5 Allocations 83 88 Section 16.6 Transfers 84 88 Section 16.7 Redemption 84 88 Section 16.8 Legend 84 88 Section 16.9 Conversion to Partnership Common Units 84 89 Section 16.10 Voting 87 92 Section 16.11 Section 83 Safe Harbor 87 92 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 A-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 C-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, L.P., dated as of [ ], 20112013, is made and entered into by and among AMERICAN ASSETS TRUSTXXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached from time to time party hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.