Common use of Powers and Duties of the General Partner Clause in Contracts

Powers and Duties of the General Partner. The General Partner shall be responsible for the management of the Partnership’s business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Any action by the General Partner relating to any transactions involving the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the General Partner shall have, for and on behalf of the Partnership, the right, power and authority: (a) To manage, control, hold, invest, lend, reinvest, acquire by purchase, lease, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumber, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the purposes of the Partnership, and in addition, without limiting the foregoing, upon the affirmative vote of no fewer than three (3) of the Independent Directors of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity. (b) To acquire, directly or indirectly, interests in real or personal property (collectively, “property”) of any kind and of any type, and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any property, interests therein or parts thereof; to improve, develop or redevelop any property; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any property, or any part thereof; to lease any property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any property, or any part thereof, for other property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any property; to insure any Person having an interest in or responsibility for the care, management or repair of any property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust; (c) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf of the Partnership; (e) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney for the Partnership may deem necessary, proper or advisable; (g) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in the Partnership’s name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; (i) To demand, xxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security; (j) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed; (k) To take all reasonable measures necessary to insure compliance by the Partnership with contractual obligations and other arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (l) To maintain the Partnership’s books and records; (m) To create or maintain Affiliates engaged in activities that the Partnership could itself undertake; and (n) To prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to Third Parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf of the Partnership. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or (ii) to avoid the General Partner’s incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Nothing, however, in this Agreement shall be deemed to give rise to any liability on the part of a Limited Partner for the General Partner’s or any of its applicable Subsidiary Entity’s failure to qualify or continue to qualify as a REIT or a failure to avoid incurring any taxes under the foregoing sections of the Code, unless such failure or failures result from an act of the Limited Partner which constitutes a breach of this Agreement (including, without limitation, Section 10.4(b)).

Powers and Duties of the General Partner. The (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall be responsible for have all rights and powers of a general partner under the Delaware Partnership Act, and shall have all authority, rights and powers in the management of the Partnership’s business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Any action by the General Partner relating to any transactions involving the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the General Partner shall have, for and on behalf of the Partnership, the right, power and authority: (a) To manage, control, hold, invest, lend, reinvest, acquire by purchase, lease, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumber, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the purposes of the Partnership, and in addition, without limiting the foregoing, upon the affirmative vote of no fewer than three (3) of the Independent Directors of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity. (b) To acquire, directly or indirectly, interests in real or personal property (collectively, “property”) of any kind and of any type, and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any property, interests therein or parts thereof; to improve, develop or redevelop any property; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any property, or any part thereof; to lease any property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any property, or any part thereof, for other property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any property; to insure any Person having an interest in or responsibility for the care, management or repair of any property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust; (c) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf of the Partnership; (e) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally 's investment activity to do any and all other acts and things incidental necessary, proper, convenient or advisable to any effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the foregoing or with reference following: (i) to any dealings or transactions which any attorney secure the necessary goods and services required in performing the General Partner's duties for the Partnership may deem necessary, proper or advisablePartnership; (gii) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation to exercise all powers of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions , on behalf of the Partnership; , in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments, the Investment Guarantees and the Partnership Guarantee; (iii) to adjust issue Preferred Partnership Securities and settle checkingto admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Preferred Partnership Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, savings including with respect to Distributions in respect of Preferred Entitlements and other accounts with such institutions voting rights and to make determinations as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money inDistributions in respect of Preferred Entitlements, into and make or from any account in the Partnership’s name; cause to execute, procure, consent be made all other required payments to and authorize extensions and renewals Holders of the same; to make deposits and withdraw the same Preferred Partnership Securities and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar draftsthe General Partner; (ivi) To demandto open, xxx for, receive, maintain and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; close bank accounts and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes draw checks and matters which may arise between the Partnership and any other Person and to grant an extension of time orders for the payment or satisfaction thereof on any terms, with or without securityof money; (jvii) To make arrangements for financingto bring or defend, including pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closedPartnership; (kviii) To take all reasonable measures necessary to insure compliance by deposit, withdraw, invest, pay, retain and distribute the Partnership with contractual obligations and other arrangements entered into by the Partnership from time to time Partnership's funds in accordance a manner consistent with the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (lix) To maintain to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership’s books 's valid existence, rights, franchises and recordsprivileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and the Eligible Debt Securities; (mx) To create to take all action not inconsistent with applicable law, the Certificate or maintain Affiliates engaged in activities this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Holders, or cause (A) the Partnership could itself undertaketo be deemed to be an "investment company" required to be registered under the 1940 Act, (B) any Initial Debenture (or any subsequent Affiliate Investment Instrument) to not be treated as indebtedness for United States federal income tax purposes or United Kingdom corporation tax purposes, or (C) the Partnership to be treated as an association, or as a "publicly traded partnership" (within the meaning of Section 7704 of the Code), taxable as a corporation for United States federal income tax purposes or to be treated as a company for United Kingdom taxation purposes; (xi) to cause the Partnership to enter into and perform the Underwriting Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (nxii) To prepare to execute and deliverdeliver any and all documents or instruments, or cause to be prepared perform all duties and delivered by the Accountants, powers and do all financial things for and other reports with respect to the operations of the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to Third Parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf of the Partnership. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any decision Preferred Partnership Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner to refrain from acting on behalf Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or (ii) to avoid cause the General Partner’s incurring any taxes under Section 857 Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or Section 4981 of the Codebe terminated, is expressly authorized under except as permitted by this Agreement and is deemed approved by all (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the Limited Partners. Nothing, however, in this Agreement shall be deemed to give rise to any liability on the part of 1940 Act or (B) an association or a Limited Partner for the General Partner’s or any of its applicable Subsidiary Entity’s failure to qualify or continue to qualify publicly traded partnership taxable as a REIT corporation for United States federal income tax purposes or as a failure to avoid incurring any taxes under the foregoing sections of the Code, unless such failure company for United Kingdom corporation or failures result from an act of the Limited Partner which constitutes a breach of this Agreement (including, without limitation, Section 10.4(b))income tax purposes.

Powers and Duties of the General Partner. The General Partner shall be responsible for Without restricting the management generality of the Partnership’s business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions8.2, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Any action by the General Partner relating to any transactions involving the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the General Partner shall havePartner, for and on behalf and in the name of the PartnershipLimited Partnership and at the expense thereof, shall have the right, power following duties and authorityhas all the powers and full authority therefor: (a) To manage8.3.1 maintain complete and accurate records and books of account for the Limited Partnership including the Register as provided by Article 2239 of the Civil Code; 8.3.2 without restricting the generality of Section 8.3.1, controlmaintain complete and accurate records and books of account of all operations and expenditures of the Limited Partnership; 8.3.3 execute any and all documents, agreements or instruments of any kind which the General Partner may deem appropriate in conducting the Business; 8.3.4 acquire by purchase or otherwise, own, hold, invest, lend, reinvest, acquire by purchase, lease, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumber, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all dispose of moveable or immoveable property of whatsoever kind and nature, and wheresoever situated, in furtherance of the purposes of the Partnership, and in addition, without limiting the foregoing, upon the affirmative vote of no fewer than three (3) of the Independent Directors of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity. (b) To acquire, directly or indirectly, interests in real or personal property (collectively, “property”) of any kind and of any type, wheresoever situated for such sums and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any property, interests therein or parts thereof; to improve, develop or redevelop any property; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any property, or any part thereof; to lease any property or any part thereof from time to time, upon any such terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any property, or any part thereof, for other property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any property; to insure any Person having an interest in or responsibility for the care, management or repair of any property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust; (c) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf of the Partnership; (e) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney for the Partnership may deem necessary, proper or advisable; (g) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings and other accounts with such institutions conditions as the General Partner shall may deem appropriate; 8.3.5 borrow money upon the credit of the Limited Partnership, limit or increase the amount to be borrowed; issue bonds, debentures or other securities of the Limited Partnership and sell the same for such sums and at such prices as may be deemed expedient or pledge the same as security for the obligations of the Limited Partnership; hypothecate, mortgage or pledge any moveable or immoveable property, present or future, of the Limited Partnership, to drawsecure any such bonds, signdebentures or other securities, executeor give part only of such security for such purposes; constitute the hypothec, acceptmortgage or pledge aforesaid; hypothecate the immoveable or moveable property of the Limited Partnership, endorseor pledge or otherwise affect its moveable property, guaranteeor give all such guarantees, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to secure the payment of money inloans made otherwise than by the issue of bonds or debentures, into as well as the payment or from performance of any account in the Partnership’s name; to executeother debt, procure, consent to and authorize extensions and renewals contract or obligation of the sameLimited Partnership, of a Partner or of any Person; to make deposits and withdraw the same and to negotiate make, draw, accept or discount commercial paper, acceptances, negotiable instruments, endorse bills of exchange and dollar draftsor promissory notes; 8.3.6 prosecute, defend and settle any actions at law or in equity brought by or against the Limited Partnership (iother than any action or proceeding brought by a Partner to enforce the terms of this agreement) To demand, xxx for, receive, in such manner as it may deem expedient; 8.3.7 employ and otherwise take steps pay for such professional or other assistance as it may deem necessary in the discharge of its duties; 8.3.8 employ such employees or agents as it may deem necessary or desirable to collect conduct the business of the Limited Partnership; 8.3.9 enter into such contracts or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership arrangements as it may be entitled deem necessary or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time convenient for the payment or satisfaction thereof on any terms, with or without securityconduct of the Business; (j) To make arrangements for financing, including the taking of all action deemed necessary 8.3.10 open and use one or appropriate by the General Partner to cause any approved loans to be closed; (k) To take all reasonable measures necessary to insure compliance by the Partnership with contractual obligations more bank accounts and other arrangements entered into by the Partnership designate and from time to time in accordance with change the provisions of this Agreement, including periodic reports as required signatories to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligationssuch accounts; (l) To maintain the Partnership’s books and records8.3.11 file returns required by any governmental or other authority; (m) To create or maintain Affiliates engaged in activities that the Partnership could itself undertake; and (n) To prepare and deliver, or cause 8.3.12 contract with any Person to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations carry out any of the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds hereunder and delegate to be paid to Third Parties, the General Partner shall not have such Person any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, power and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf of the Partnership. Notwithstanding any other provisions of this Agreement or the Act, any action authority of the General Partner on behalf of the Partnership hereunder, but no such contract or any decision of delegation will relieve the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or (ii) to avoid the General Partner’s incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Nothing, however, in this Agreement shall be deemed to give rise to any liability on the part of a Limited Partner for the General Partner’s or any of its applicable Subsidiary Entity’s failure obligations hereunder; and 8.3.13 do anything that is necessary for or incidental to qualify or continue to qualify as a REIT or a failure to avoid incurring any taxes under the foregoing sections carrying on of the Code, unless such failure or failures result from an act of the Limited Partner which constitutes a breach of this Agreement (including, without limitation, Section 10.4(b))Business.

Powers and Duties of the General Partner. SECTION 5.01. Authority of the General Partner to Manage the Partnership. A. The General Partner shall be responsible for have the management exclusive right and power to conduct the business and affairs of the Partnership and to do all things necessary to carry on the business of the Partnership’s business , and affairsis hereby authorized to take any action of any kind and to do anything and everything it deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law. Except as otherwise herein expressly providedprovided herein, and subject the authority of the General Partner to conduct the business of the Partnership shall be exercised only by the General Partner. B. No Limited Partner shall participate in or have any control whatsoever over the Partnership's business or have any authority or right to act for or bind the Partnership. The Limited Partners hereby unanimously Consent to the limitations contained in Section 7.3 hereof with respect exercise by the General Partner of the powers conferred on it by this Agreement. C. Except to Major Decisionsthe extent otherwise provided herein, the General Partner shall have, and is hereby grantedauthorized, full without Consent of the Limited Partners, to: (i) execute any and complete powerall agreements, authority contracts, documents, certifications and discretion instruments necessary or convenient in connection with the development, expansion, improvement, financing, management, maintenance, operation, re-leasing, sale or other disposition of the Partnership's properties and assets, except as otherwise limited by this Agreement; (ii) borrow money from itself or others (including Affiliates of any general partner of the Partnership) and issue evidences of indebtedness necessary, convenient or incidental to take the accomplishment of the purposes of the Partnership and to secure the same by mortgage, pledge or other lien on the assets of the Partnership, such action borrowing and security to be only with respect to the following: (a) the Purchase Debt, (b) any amounts advanced by the General Partner or an Affiliate of the General Partner (which amounts may or may not be secured) or any other lender to enable the Partnership to satisfy its obligations arising in the normal course of its business, to make payments of principal, interest, premium or penalty on any debt of the Partnership or to make capital repairs, improvements and expansions, provided any required Consents of Partners are obtained, (c) the Mortgage Debt, (d) amounts incurred for the purpose of a distribution to the Partners of the Partnership, (e) any indebtedness the incurrence of which must be specifically Consented to by the Limited Partners under Section 5.02B and (f) any indebtedness incurred to refinance (and thereafter further refinance as often as shall be necessary) the unamortized portion of any of the foregoing from time to time outstanding. In connection with the borrowing of money on a nonrecourse basis, no lender shall be granted or acquire, at any time as a result of making such a loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor; (iii) prepay in whole or in part, refinance (to the extent permitted by clause (ii) above), fix the interest rate on, recast, modify or extend any debt and in connection therewith execute any extensions, consolidations, modifications or renewals of mortgages on any assets of the Partnership; (iv) deal with, or otherwise engage in business with, or provide services to and receive compensation therefor from, any Person who has provided or may in the future provide any services, lend money or sell property to or purchase property from the General Partner or any Affiliate of the General Partner. No such dealing, engaging in business or providing of services may involve any direct or indirect payment by the Partnership of any rebate or any reciprocal arrangement for the purpose of circumventing any restriction set forth herein upon dealings with the General Partner or any Affiliate of the General Partner. The General Partner may on behalf of the Partnership and in its name as enter into agreements to employ agents, attorneys, accountants, engineers, appraisers, or other consultants or contractors who may be Affiliates of the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate may enter into agreements to carry out the purposes for which the Partnership was organized. Any action by employ Affiliates of the General Partner relating to provide further or additional services to the Partnership; provided that any transactions involving employment of such Persons is on terms not less favorable to the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate than those offered by Persons who are not Affiliates of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the General Partner shall have, for and on behalf of the Partnership, the right, power and authority:comparable services; (av) To manage, control, hold, invest, lend, reinvest, acquire by purchase, lease, sell, contract to purchase or sell, grant, obtainengage in any kind of activity and perform and carry out contracts of any kind necessary to, or exercise options in connection with, or incidental to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumber, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a limited partnership under the laws of the State of Delaware and State of California and in addition, without limiting each state where the foregoing, upon Partnership has been qualified to do business; (vi) sell or otherwise dispose of or consent to the affirmative vote sale or disposition of no fewer than three (3) any assets of the Independent Directors Partnership to any Person provided that such Person is not a general partner of the Partnership or an Affiliate of any such general partner; and (vii) take such actions as the General Partner determines are advisable or necessary, and will not result in any material adverse effect on the economic position of holders of a majority of the Units, to preserve the tax status of the Partnership as a partnership for Federal income tax purposes. D. Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the Secretary or Assistant Secretary, Controller or Treasurer of the General Partner, thereunto duly authorized, as to: (i) the identity of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity. (b) To acquire, directly or indirectly, interests in real or personal property (collectively, “property”) of any kind and of any type, and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any property, interests therein or parts thereof; to improve, develop or redevelop any property; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any property, or any part thereof; to lease any property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any property, or any part thereof, for other property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any property; to insure any Person having an interest in or responsibility for the care, management or repair of any property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trustLimited Partner; (cii) To employ, engage the existence or contract with non-existence of any fact or dismiss from employment or engagement Persons facts which constitute a condition precedent to the extent deemed necessary acts by the General Partner for or in any other manner germane to the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf affairs of the Partnership; (eiii) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and the Persons who are authorized to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writinginstrument or document of the Partnership; and (iv) any act or failure to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental act by the Partnership or as to any of the foregoing or with reference to any dealings or transactions which any attorney for the Partnership may deem necessary, proper or advisable; (g) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of other matter whatsoever involving the Partnership or any Affiliate thereofPartner. E. Any agreements, for the conservation of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to contracts and arrangements between the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings and other accounts with such institutions as the General Partner or any of its Affiliates, except for rendering legal, tax, accounting, procurement and engineering services by employees of the General Partner and Affiliates of the General Partner and which agreements will be on commercially reasonable terms, shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating be subject to the payment of money in, into or from any account in the Partnership’s name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts;following additional conditions: (i) To demand, xxx for, receive, and otherwise take steps to collect the General Partner or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which any such Affiliate must be actively engaged in the Partnership may be entitled business of rendering such services or which are selling or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between leasing such goods independently of its dealings with the Partnership and any other Person as an ordinary ongoing business or must enter into and to grant an extension of time for engage in such business with Marriott system hotels or hotel owners generally and not exclusively with the payment or satisfaction thereof on any terms, with or without securityPartnership; (jii) To make such agreements, contracts or arrangements for financing, including must be fair to the taking of Partnership and reflect commercially reasonable terms and shall be embodied in a written contract which precisely describes the subject matter thereof and all action deemed necessary compensation to be paid therefor; (iii) no rebates or appropriate give-ups may be received by the General Partner to cause or any approved loans to be closed; (k) To take all reasonable measures necessary to insure compliance by such Affiliate, nor may the Partnership with contractual obligations and other General Partner or any such Affiliate participate in any reciprocal business arrangements entered into by which would have the Partnership from time to time in accordance with effect of circumventing any of the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (liv) To maintain no such agreement, contract or arrangement as to which the Partnership’s books and records; (m) To create Limited Partners had previously given approval may be amended in such a manner as to increase the fees or maintain Affiliates engaged in activities that other compensation payable by the Partnership could itself undertake; and (n) To prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations General Partner or any of its Affiliates or to decrease the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the responsibilities or duties of the General Partner require expenditures or any such Affiliates in the absence of the Consent contemplated by Section 5.02B(iii); and (v) any such agreement, contract or arrangement which relates to or secures any funds advanced or loaned to be paid the Partnership by the General Partner or any Affiliate of the General Partner must reflect commercially reasonable terms. F. Notwithstanding anything to Third Partiesthe contrary contained in this Agreement, the General Partner shall not have any obligations hereunder except to full power and authority, without the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf Consent of the Partnership. Notwithstanding any other provisions of this Agreement or the ActLimited Partners, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect form or further the ability organize one or more Subsidiaries of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or Partnership; (ii) to avoid the General Partner’s incurring contribute any taxes under Section 857 properties and assets or Section 4981 interests therein to one or more Subsidiaries of the Code, is expressly authorized under this Agreement Partnership; (iii) to undertake any action in connection with the Partnership's direct or indirect investment in any such Subsidiary; (iv) to delegate authority to manage the business and is deemed approved by all affairs of any Subsidiary of the Limited Partners. Nothing, however, in this Agreement shall be deemed Partnership to give rise to any liability on the part of a Limited Partner for the General Partner’s governing entity or any of its applicable Subsidiary Entity’s failure to qualify or continue to qualify as a REIT or a failure to avoid incurring any taxes under the foregoing sections of the Code, unless such failure or failures result from an act of the Limited Partner which constitutes a breach of this Agreement other body (including, without limitation, Section 10.4(b))a board of directors) other than the General Partner; and (v) to exercise any of the powers of the General Partner enumerated in this Agreement on behalf of, or in connection with, any Subsidiary of the Partnership, or jointly with any such Subsidiary, or delegate the exercise thereof pursuant to clause (iv) above. The term "Subsidiary" shall mean any partnership, corporation, trust, limited liability company or other entity that is not less than 99% owned, directly or indirectly, by the Partnership, provided that no Subsidiary that is a corporation or otherwise is not entitled to flow- through tax treatment under the Code can own directly the Hotel or an interest that is greater than 1% in another Subsidiary that owns the Hotel. A Subsidiary shall not be deemed an Affiliate of the General Partner for the purposes of this Agreement. The term "Partnership" shall, as the context requires, include each Subsidiary of the Partnership.

Powers and Duties of the General Partner. The (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall be responsible for have all rights and powers of a general partner under the Delaware Partnership Act, and shall have all authority, rights and powers in the management of the Partnership’s business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Any action by the General Partner relating to any transactions involving the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the General Partner shall have, for and on behalf of the Partnership, the right, power and authority: (a) To manage, control, hold, invest, lend, reinvest, acquire by purchase, lease, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumber, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the purposes of the Partnership, and in addition, without limiting the foregoing, upon the affirmative vote of no fewer than three (3) of the Independent Directors of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity. (b) To acquire, directly or indirectly, interests in real or personal property (collectively, “property”) of any kind and of any type, and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any property, interests therein or parts thereof; to improve, develop or redevelop any property; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any property, or any part thereof; to lease any property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any property, or any part thereof, for other property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any property; to insure any Person having an interest in or responsibility for the care, management or repair of any property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust; (c) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf of the Partnership; (e) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally 's investment activity to do any and all other acts and things incidental necessary, proper, convenient or advisable to any effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the foregoing or with reference following: (i) to any dealings or transactions which any attorney secure the necessary goods and services required in performing the General Partner's duties for the Partnership may deem necessary, proper or advisablePartnership; (gii) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation to exercise all powers of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions , on behalf of the Partnership; , in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments, the Investment Guarantees and the Partnership Guarantee; (iii) to adjust issue Preferred Partnership Securities and settle checkingto admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Preferred Partnership Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, savings including with respect to Distributions in respect of Preferred Entitlements and other accounts with such institutions voting rights and to make determinations as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money inDistributions in respect of Preferred Entitlements, into and make or from any account in the Partnership’s name; cause to execute, procure, consent be made all other required payments to and authorize extensions and renewals Holders of the same; to make deposits and withdraw the same Preferred Partnership Securities and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar draftsthe General Partner; (ivi) To demandto open, xxx for, receive, maintain and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; close bank accounts and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes draw checks and matters which may arise between the Partnership and any other Person and to grant an extension of time orders for the payment or satisfaction thereof on any terms, with or without securityof money; (jvii) To make arrangements for financingto bring or defend, including pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closedPartnership; (kviii) To take all reasonable measures necessary to insure compliance by deposit, withdraw, invest, pay, retain and distribute the Partnership with contractual obligations and other arrangements entered into by the Partnership from time to time Partnership's funds in accordance a manner consistent with the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (lix) To maintain to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership’s books 's valid existence, rights, franchises and recordsprivileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and the Eligible Debt Securities; (mx) To create to take all action not inconsistent with applicable law, the Certificate or maintain Affiliates engaged in activities this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Holders, or cause (A) the Partnership could itself undertaketo be deemed to be an "investment company" required to be registered under the 1940 Act, (B) any Initial Debenture (or any subsequent Affiliate Investment Instrument) to not be treated as indebtedness for United States federal income tax purposes or United Kingdom taxation purposes, or (C) the Partnership to be treated as an association, or as a "publicly traded partnership" (within the meaning of Section 7704 of the Code), taxable as a corporation for United States federal income tax purposes or to be treated as a company for United Kingdom taxation purposes; (xi) to cause the Partnership to enter into and perform the Underwriting Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (nxii) To prepare to execute and deliverdeliver any and all documents or instruments, or cause to be prepared perform all duties and delivered by the Accountants, powers and do all financial things for and other reports with respect to the operations of the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to Third Parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf of the Partnership. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any decision Preferred Partnership Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner to refrain from acting on behalf Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or (ii) to avoid cause the General Partner’s incurring any taxes under Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by this Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a "publicly traded partnership" (within the meaning of Section 857 or Section 4981 7704 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Nothing, however, in this Agreement shall be deemed to give rise to any liability on the part of a Limited Partner for the General Partner’s or any of its applicable Subsidiary Entity’s failure to qualify or continue to qualify ) taxable as a REIT corporation for United States federal income tax purposes or as a failure to avoid incurring any taxes under the foregoing sections of the Code, unless such failure company for United Kingdom corporation or failures result from an act of the Limited Partner which constitutes a breach of this Agreement (including, without limitation, Section 10.4(b))income tax purposes.

Powers and Duties of the General Partner. (a) The General Partner shall be responsible for the management of the Partnership’s 's business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the Partnership's business and the purposes for which the Partnership was organized. Any action by the General Partner relating to any transactions involving the Partnership or a Subsidiary Entity in which the Xxxxxx, the DeBartolos or any Affiliate of the Xxxxxx or the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary Entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereofherein, the General Partner shall haveshall, for and on behalf of of, and at the expense of, the Partnership, have the right, power and authority: (ai) To to manage, control, hold, invest, lend, reinvest, acquire by purchase, leaselease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage or otherwise encumbermortgage, abandon, improve, repair, construct, maintain, operate, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership, and in addition, without limiting the foregoing, upon the affirmative vote of no fewer than three (3) of the Independent Directors of the General Partner who are not Affiliates of the DeBartolos, the General Partner shall authorize and require the sale of any property owned by the Partnership or a Subsidiary Entity.; (bii) To to acquire, directly or indirectly, interests in real or personal property (collectively, “property”) estate of any kind and of any type, and any and all kinds of interests therein (including, without limitation, Entities investing therein), and to determine the manner in which title thereto is to be held; to managemanage (directly or through property managers), insure against loss, protect and subdivide any propertyof the real estate, interests therein or parts thereof; to improve, develop or redevelop any propertysuch real estate; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase or lease and lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber any said property, or any part thereof; to lease any said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange any said real property, or any part thereof, for other real or personal property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to any said property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on any propertyproperty in which the Partnership owns an interest; to insure any Person having an interest in or responsibility for the care, management or repair of any such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey any property the real estate held in such land trust or to execute and deliver deeds, mortgages, notes and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust; (c) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (d) To enter into contracts on behalf of the Partnership; (e) To borrow or lend money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure from any Person credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise or liquidate any such loan, advance, credit, obligation or liability (including by deeding property to a lender in lieu of foreclosure); (f) To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney for the Partnership may deem necessary, proper or advisable; (g) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership’s assets (or the assets of any Affiliate thereof) or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (h) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in the Partnership’s name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; (i) To demand, xxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security; (j) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed; (k) To take all reasonable measures necessary to insure compliance by the Partnership with contractual obligations and other arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (l) To maintain the Partnership’s books and records; (m) To create or maintain Affiliates engaged in activities that the Partnership could itself undertake; and (n) To prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal, state and local tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to Third Parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to Third Parties or to undertake any individual liability or obligation on behalf of the Partnership. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect or further the ability of the General Partner and its respective Subsidiary Entities, as applicable, to continue to qualify as REITs or (ii) to avoid the General Partner’s incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Nothing, however, in this Agreement shall be deemed to give rise to any liability on the part of a Limited Partner for the General Partner’s or any of its applicable Subsidiary Entity’s failure to qualify or continue to qualify as a REIT or a failure to avoid incurring any taxes under the foregoing sections of the Code, unless such failure or failures result from an act of the Limited Partner which constitutes a breach of this Agreement (including, without limitation, Section 10.4(b)).