Common use of Restrictions on General Partner’s Authority Clause in Contracts

Restrictions on General Partner’s Authority. Except as provided in Articles XII and XIV, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), sell, exchange or otherwise dispose of all or any substantial part of the Partnership Group’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approval; provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approval, the General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. Except as provided in Articles XII Article 13 and XIVArticle 15, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership Group’s assetsAssets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe prior approval of the holders of a majority of the voting power of Outstanding Equity Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group Assets (including for the benefit of Persons other than members of the Partnership BIP Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 Section 10.6 and 11.2Section 12.1, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. 5.2.1. Except as provided in Articles XII and XIVArticle 13, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not cause the Partnership to sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership GroupPartnership’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe prior approval of the holders of at least 662/3% of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than who are not members of the Partnership Group, including BPY Group and Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. 5.2.2. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 Section 10.6 and 11.2Section 12.1, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. 5.2.1. Except as provided in Articles XII and XIVArticle 13, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not cause the Partnership to sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership GroupPartnership’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe prior approval of the holders of at least 662/3% of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than who are not members of the Partnership Group, including BBP Group and Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. 5.2.2. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 Section 10.6 and 11.2Section 12.1, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. Except as provided in Articles XII and XIV, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not sell, exchange or otherwise dispose of all or any substantial part substantially all of the assets of the Partnership Group’s assets, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) without Special LP Approvalthe approval of holders of a Unit Majority; provided however provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approvalthe approval of holders of a majority of Outstanding Units, the General Partner shall not, on behalf of the Partnership, Partnership except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. Except as provided in Articles XII and XIVArticle 16, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not cause the Partnership to sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership BPY Group’s assetsassets or the Assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe prior approval of the holders of a majority of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership BPY Group or the Assets (including for the benefit of Persons other than who are not members of the Partnership Group, including BPY Group and Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership BPY Group or the Assets pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6Section 13.6, 11.1 Section 15.1 and 11.2Section 15.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. 5.2.1. Except as provided in Articles XII and XIVArticle 12, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not cause the Partnership to sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership GroupPartnership’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe prior approval of the holders of at least 662/3% of the voting power of Outstanding Equity Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership Group, including who are Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. 5.2.2. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 Section 9.6 and 11.2Section 11.1, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. Except as provided in Articles XII Article 16 and XIVArticle 18, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership BIP Group’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe approval of holders of a majority of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership BIP Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership BIP Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6Section 13.6, 11.1 Section 15.1 and 11.2Section 15.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on General Partner’s Authority. Except as provided in Articles XII Article 13 and XIVArticle 15, the General Partner may not, directly or indirectly (through any other entity or person, by derivative, lease license, joint venture or otherwise), not sell, exchange or otherwise dispose of all or any substantial part substantially all of the Partnership GroupPartnership’s assets, taken as a whole, in a single transaction or a series of related transactions without Special LP Approvalthe approval of holders of a majority of the voting power of Outstanding Units; provided however that this provision shall not preclude or limit the General Partner’s ability ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group (including for the benefit of Persons other than members of the Partnership BIP Group, including Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without Special LP Approval, the The General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 Section 10.6 and 11.2Section 12.1, elect or cause the Partnership to elect a successor general partner of the Partnership.