**Exhibit 3.1**

 

**AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE ROUSE COMPANY LP**

 

This Amended and Restated Agreement of LimitedPartnership (this “Agreement”) of The Rouse Company LP (the “Partnership”)is entered into as of the 12th day of November, 2004, between RouseLLC, a Delaware limited liability company (the “General Partner”), andGGP Limited Partnership, a Delaware limited partnership (the “Limited Partner”).General Partner and Limited Partner are sometimes referred to herein collectivelyas the “Partners”.

 

WHEREAS, the General Partner and General GrowthProperties, Inc. (the “Former Limited Partner”) formed the Partnershippursuant to an Agreement of Limited Partnership, dated as of November 4, 2004(the “Original Partnership Agreement”), between the General Partner andthe Former Limited Partner;

 

WHEREAS, the Former Limited Partner has contributedits 99% partnership interest in the Partnership to the Limited Partner pursuantto a Contribution Agreement, dated as of November 12, 2004, between the FormerLimited Partner and the Limited Partner;

 

WHEREAS, the General Partner and the Limited Partnernow desire to amend and restate the Original Partnership Agreement as set forthin this Agreement.

 

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NOW, THEREFORE, inconsideration of the premises, and of the agreements contained herein, thePartners agree as follows:

 

1.             Name.The name of the limited partnership is The Rouse Company LP.

 

2.             Purpose.The Partnership is organized for the purpose of engaging in any businesses oractivities that may lawfully be engaged in by a limited partnership formed underthe Act, including, without limitation, purchasing, investing in, financing,selling and otherwise dealing with direct and indirect interests in real estateassets (including loans secured by or relating to real estate assets orinterests therein), other assets and in companies or entities owning suchassets, and engaging in any and all activities necessary or incidental to theforegoing. The Partnership is empowered to do any and all acts and thingsnecessary, appropriate, proper, advisable, incidental to or convenient for thefurtherance and accomplishment of the purposes and business of the Partnershipand for the protection and benefit of the Partnership.

 

3.             RegisteredOffice. The registered office of the Partnership in the State of Delawareis 2711 Centerville, Suite 400, Wilmington, Newcastle County, Delaware 19808.

 

4.             RegisteredAgent. The name and address of the registered agent of the Partnership forservice of process on the Partnership in the State of Delaware is CorporationService Company, 2711 Centerville, Suite 400, Wilmington, Newcastle County,Delaware 19808.

 

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5.             Partners.The names and the business, residence or mailing address of the Limited Partnerand the General Partner are as follows:

 

Limited Partner

 

GGP Limited Partnership

c/o General Growth Properties, Inc.

110 North Wacker Drive

Chicago, Illinois 60606

 

General Partner

 

Rouse LLC

c/o General Growth Properties, Inc.

110 North Wacker Drive

Chicago, Illinois 60606

 

6.             Powers.The powers of the General Partner include all powers, statutory and otherwise,possessed by general partners under the laws of the State of Delaware.

 

Except as provided herein, the management of thePartnership shall be vested exclusively in the General Partner. Except asprovided herein, the Limited Partner shall have no part in the operation ormanagement of the Partnership and shall have no authority or right to act onbehalf of or to bind the Partnership in connection with any matter.

 

The General Partner shall have the exclusive right,power and authority on behalf and in the name of the Partnership to carry outany and all of the objects and purposes of the Partnership and to perform allacts in furtherance thereof, including, without limitation:

 

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(a)           acquire bypurchase, lease, contribution of property or otherwise, own, hold, sell,convey, transfer or dispose of any real or personal property which may benecessary, convenient or incidental to the accomplishment of the purpose of thePartnership;

 

(b)           act as atrustee, executor, nominee, bailee, director, officer, agent or in some otherfiduciary capacity for any person or entity and to exercise all of the powers,duties, rights and responsibilities associated therewith;

 

(c)           take anyand all actions necessary, convenient or appropriate as trustee, executor,nominee, bailee, director, officer, agent or other fiduciary, including thegranting or approval of waivers, consents or amendments of rights or powersrelating thereto and the execution of appropriate documents to evidence suchwaivers, consents or amendments;

 

(d)           operate,purchase, maintain, finance, improve, own, sell, convey, assign, mortgage,lease or demolish or otherwise dispose of any real or personal property whichmay be necessary, convenient or incidental to the accomplishment of thepurposes of the Partnership;

 

(e)           borrowmoney and issue evidences of indebtedness in furtherance of any or all of thepurposes of the Partnership or give guaranties or indemnities in respect ofindebtedness or obligations of the Partnership or any other person, and securethe same by mortgage, pledge or other lien on the assets of the Partnership;

 

(f)            investany funds of the Partnership pending distribution or payment of the samepursuant to the provisions of this Agreement;

 

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(g)           prepay inwhole or in part, refinance, recast, increase, modify or extend anyindebtedness of the Partnership and, in connection therewith, execute anyextensions, renewals or modifications of any mortgage or security agreementsecuring such indebtedness;

 

(h)           enterinto, perform and carry out any and all agreements, guaranties, indemnities orcontracts of any kind, including, without limitation, contracts with any personor entity affiliated with the Partners, necessary to, in connection with,convenient to, or incidental to the accomplishment of the purposes of thePartnership;

 

(i)            employ orotherwise engage employees, managers, contractors, advisors, attorneys andconsultants and pay reasonable compensation for such services;

 

(j)            enterinto partnership, limited liability companies, trusts, associations,corporations or other ventures with other persons or entities in furtherance ofthe purpose, of the Partnership; and

 

(k)           do suchother things and engage in such other activities related to the foregoing asmay be necessary, convenient or incidental to the conduct of the business ofthe Partnership, and have and exercise all of the powers and rights conferredupon limited liability companies formed pursuant to the Act.

 

The Limited Partner agrees that all determinations,decisions and actions made or taken by the General Partner shall be conclusiveand absolutely binding upon the Partnership, the Limited Partners and itssuccessors and assigns.

 

7.             Term.The Partnership shall dissolve, and its affairs shall be wound up, upon thefirst to occur of one of the following events: (a) the General Partner 

 

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approves in writing, (b) the Partnership sells or otherwise disposes ofits interest in all or substantially all of its property, (c) the filing of avoluntary or involuntary petition for relief under Title 11 of the UnitedStates Code by or against the General Partner or the occurrence of any otherevent of withdrawal of the General Partner, as defined in Section 17-402 of theAct, unless within 180 days after the occurrence of such event, the LimitedPartner continues the business of the Partnership and appoints, effective as ofthe date of such event, one or more additional general partners of thePartnership; or (d) an entry of a decree of judicial dissolution has occurredunder § 17-802 of the Act.

 

8.             CapitalContributions. As of the date hereof, the Partners of the Partnership havecontributed amounts, in cash, and no other property, to the Partnership in thefollowing relative percentages:

 
| Limited Partner |   | 99.0   | %      |
|-----------------|--------|--------|--------|
|            |   |   |   |
| General Partner |   | 1.0    | %      |

 

9.             AdditionalContributions. The General Partner may, at any time and from time to time,require the Partners, and all Partners hereby agree, to make additional cashcapital contributions to the Partnership that the General Partner determinesare necessary to conduct the business of the Partnership. Any capital call (a)shall be made by written or oral notice given by the General Partner to all ofthe Partners and (b) shall be apportioned pro rata among the Partners inaccordance with the respective percentage interests of the Partners in thePartnership.

 

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10.           Allocationsof Profit and Losses.

 

(a)           ThePartnership’s profits and losses shall be allocated in proportion to therespective percentage interests of the Partners of the Partnership.

 

(b)           The fiscalyear of the Partnership for financial statement and federal income tax purposesshall be the calendar year or shall end on such other date determined by theGeneral Partner.

 

11.           Distributions.At the time determined by the General Partner, the General Partner shall causethe Partnership to distribute any cash held by it which is not reasonablynecessary for the operation of the Partnership. Cash available for distributionshall be distributed to the Partners in proportion to the respective percentageinterests in the Partnership.

 

12.           Treatmentfor Tax Purposes. The Partners agree that the Partnership will be treatedas a disregarded entity for U.S. federal tax purposes. The General Partnershall, if necessary, file all forms (including any attachments thereto) withthe Internal Revenue Service necessary to effect such status, and the LimitedPartner agrees that it will promptly take any action requested by the GeneralPartner in order (a) to allow the General Partner to duly file such forms or(b) otherwise to effect such status, and take no action contradictory to suchstatus.

 

13.           Assignments.No Partner may assign, pledge, hypothecate or otherwise transfer all or part ofits partnership interests in the Partnership without the consent of the GeneralPartner.

 

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14.           Withdrawal.No right is given to any Partner of the Partnership to withdraw from thePartnership.

 

15.           AdditionalPartners.

 

(a)           Noadditional limited partners (“Additional Limited Partners”) may beadmitted to the Partnership without the consent of the General Partner.

 

(b)           After theadmission of any Additional Limited Partner pursuant to this Section 15, thePartnership shall continue as a limited partnership under the Act.

 

(c)           Theadmission of Additional Limited Partners to the Partnership pursuant to thisSection 15 shall be accomplished by the amendment of this Agreement of LimitedPartnership and, if required by the Act, the filing of an appropriate amendmentof the Partnership’s Certificate of Limited Partnership in the office of theSecretary of State of the State of Delaware.

 

16.           Liabilityof Partners.

 

(a)           Except asprovided herein or by the Act, the General Partner shall have the liabilitiesof a partner in a partnership without limited partners. All debts andobligations of the Partnership shall be paid or discharged first with theassets of the Partnership before the General Partner shall be obliged to pay ordischarge such debts or obligations (and then such obligations shall be only tothe extent required by applicable law). The General Partner shall not be liablefor the return of the capital contributions of the Limited Partner.

 

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(b)           TheLimited Partner shall not be bound by, nor be personally liable for, theexpenses, liabilities, indebtedness or obligations of the Partnership or theGeneral Partner. The liability of each Partner shall be limited solely to theamount of its capital contributions; provided, however, that after the LimitedPartner has received a distribution from the Partnership, the Limited Partnermay be liable to the Partnership for the amount of the distribution but only tothe extent required by the Act.

 

17.           GoverningLaw. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OFTHE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

 

18.           Counterparts.This Agreement may be executed in multiple counterparts. Each counterpart shallbe an original, but altogether shall constitute one and the same instrument.

 

19.           Exculpationand Indemnification. No Partner or other authorized agent of thePartnership shall be liable to the Partnership, or any other person or entitywho has an interest in the Partnership, for any loss, damage or claim incurredby reason of any act or omission performed or omitted by such person in goodfaith on behalf of the Partnership and in a manner reasonably believed to bewithin the scope of the authority conferred on such person by this Agreement,except that such person shall be liable for any such loss, damage or claimincurred by reason of such person’s willful misfeasance or bad faith. In theevent that any Partner, or any of its direct or indirect partners, members,stockholders, other equity owners or controlling persons, or any directors,managing directors, managers, officers, employees, agents, trustees,incorporators, 

 

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organizers, affiliates or controlling persons of any of the foregoing(collectively, the “Indemnified Persons”; and each an “IndemnifiedPerson”), becomes involved, in any capacity in any threatened, pending orcompleted, action, suit proceeding or investigation, in connection with anymatter arising out of or relating to the Partnership’s business or affairs, tothe fullest extent permitted by applicable law, any legal and other expenses(including the cost of any investigation and preparation) incurred by suchIndemnified Person in connection therewith shall, from time to time, beadvanced by the Partnership prior to the final disposition of such action,suit, proceeding or investigation upon receipt by the Partnership of anundertaking by or on behalf of the Indemnified Person to repay such amount ifit shall ultimately be determined that such Indemnified Person is not entitledto be indemnified by the Partnership in connection with such action, suitproceeding or investigation as provided in the exception contained in the nextsucceeding sentence.  To the fullestextent permitted by law, the Partnership also will indemnify and hold harmlessan Indemnified Person against any losses, claims, damages, liabilities,obligations, penalties, actions, judgments, suits, proceedings, costs, expensesand disbursements of any kind or nature whatsoever (collectively, “Costs”),to which such an Indemnified Person may become subject in connection with anymatter arising out of or in connection with the Partnership’s business oraffairs, except to the extent that any such Costs result solely from thewillful misfeasance or bad faith of such Indemnified Person.  If for any reason (other than the willfulmisfeasance or bad faith of such Indemnified Person) the foregoingindemnification is unavailable to such Indemnified Person, or insufficient tohold it harmless, then the Partnership shall contribute to the 

 

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amount paid or payable by such Indemnified Person as a result of suchCosts in such proportion as is appropriate to reflect not only the relativebenefits received by the Partnership on the one hand and such IndemnifiedPerson on the other hand but also the relative fault of the Partnership andsuch Indemnified Person, as well as any relevant equitable considerations.  The reimbursement, indemnity and contributionobligations of the Partnership under this Section 19 shall be in addition toany liability which the Partnership may otherwise have to any IndemnifiedPerson and shall be binding upon and inure to the benefit of any successors,assigns, heirs and personal representatives of the Partnership and anyIndemnified Person.  The reimbursement,indemnity and contribution obligations of the Partnership under this Section 19shall be limited to the Partnership’s assets, and no Partner shall have anypersonal liability on account thereof. The foregoing provisions shall survive any termination of thisAgreement.

 

20.           Interestsand Certificates.

 

(a)           Interests.

 

Each partnership interest in the Partnership shallconstitute a “security” within the meaning of Section 8-102(a)(15) of theUniform Commercial Code as in effect from time to time in the States ofDelaware and New York (and each partnership interest in the Partnership shallbe treated as such a “security” for all purposes, including, withoutlimitation, perfection of a security interest therein under Article 8 of theapplicable Uniform Commercial Code).

 

(b)           Certificates.

 

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(i)      Uponthe issuance of partnership interests in the Partnership to any person orentity in accordance with the provisions of this Agreement, without any furtheract, vote or approval of any Partner or any person or entity, the Partnershipshall issue one or more certificates in the name of such person or entitysubstantially in the form of Exhibit A hereto (a “Certificate”),which evidences the ownership of the partnership interests in the Partnershipof such person or entity.  Each suchCertificate shall be denominated in terms of the percentage of the partnershipinterests in the Partnership evidenced by such Certificate and shall be signedby the General Partner on behalf of the Partnership.

 

(ii)     Withoutany further act, vote or approval of any Partner or any person or entity, thePartnership shall issue a new Certificate in place of any Certificatepreviously issued if the holder of the partnership interests in the Partnershiprepresented by such Certificate, as reflected on the books and records of thePartnership;

 

(A)    makesproof by affidavit, in form and substance satisfactory to the Partnership, thatsuch previously issued Certificate has been lost, stolen or destroyed;

 

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(B)     requeststhe issuance of a new Certificate before the Partnership has notice that suchpreviously issued Certificate has been acquired by a purchaser for value ingood faith and without notice of an adverse claim;

 

(C)     ifrequested by the Partnership, delivers to the Partnership a bond, in form andsubstance satisfactory to the Partnership, with such surety or sureties as thePartnership may direct, to indemnify the Partnership against any claim that maybe made on account of the alleged loss, destruction or theft of the previouslyissued Certificate; and

 

(D)    satisfiesany other reasonable requirements imposed by the Partnership.

 

(iii)    Upona Partner’s transfer in accordance with the provisions of this Agreement of anyor all partnership interests in the Partnership represented by a Certificate,the transferee of such partnership interests in the Partnership shall deliversuch Certificate to the Partnership for cancellation (executed by suchtransferee on the reverse side thereof), and the Partnership shall thereuponissue a new Certificate 

 

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to such transferee forthe percentage of partnership interests in the Partnership being transferredand, if applicable, cause to be issued to such Partner a new Certificate forthat percentage of partnership interests in the Partnership that wererepresented by the canceled Certificate and that are not being transferred.

 

(c)           Registrationof Partnership Interests.

 

The Partnership shall maintain books for the purposeof registering the transfer of partnership interests.  Notwithstanding any provision of thisAgreement to the contrary, a transfer of partnership interests requiresdelivery of an endorsed Certificate and shall be effective upon registration ofsuch transfer in the books of the Partnership.

 

[Signatures begin onfollowing page]

 

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IN WITNESS WHEREOF, the undersigned, intending to bebound hereby, have duly executed this Agreement of Limited Partnership as ofthe day and year first written above.

 

 
|   | GENERAL PARTNER:        |
|--------|-------------------------|
|   |                    |   |
|   | ROUSE LLC               |
|   |                    |   |
|   |                    |   |
|   | By:                     |  /s/ Bernard  Freibaum |   |
|   |                    | Name: | Bernard Freibaum |
|   |                    | Title: | Vice President |
|   |                    |   |
|   |                    |   |
|   | LIMITED PARTNER:        |
|   |                    |   |
|   | GGP LIMITED PARTNERSHIP |
|   |                    |   |
|   | By:                     | General Growth Properties, Inc., its General  Partner |
|   |                    |   |
|   |                    |   |
|   |                    | By: |  /s/ Bernard  Freibaum |   |
|   |                    |   | Name: | Bernard Freibaum |
|   |                    |   | Title: | Vice President |
|        |                         |  |  |  |  |  |  |

 

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Exhibit A

 

CERTIFICATE EVIDENCINGPARTNERSHIP INTERESTS

 

OF

 

THE ROUSE COMPANY LP

 

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES OR BLUESKY LAWS OF ANY STATE.  THE HOLDER OFTHIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRINGTHIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTIONHEREOF.  ANY TRANSFER OF THIS CERTIFICATEOR ANY PARTNERSHIP INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMS ANDCONDITIONS OF THE LIMITED PARTNERSHIP AGREEMENT (AS DEFINED BELOW) AND CAN BEEFFECTED ONLY AFTER COMPLIANCE WITH ALL THOSE TERMS AND CONDITIONS AND THEPRESENTATION TO THE COMPANY OF THIS CERTIFICATE, ACCOMPANIED BY AN ASSIGNMENTIN THE FORM APPEARING ON THE REVERSE SIDE OF THIS CERTIFICATE, DULY COMPLETEDAND EXECUTED BY AND ON BEHALF OF THE TRANSFEROR IN SUCH TRANSFER, AND ANAPPLICATION FOR TRANSFER IN THE FORM APPEARING ON THE REVERSE SIDE OF THISCERTIFICATE, DULY COMPLETED AND EXECUTED BY AND ON BEHALF OF THE TRANSFEREE INSUCH TRANSFER.  INVESTORS SHOULD BE AWARETHAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FORAN INDEFINITE PERIOD OF TIME.

 

IN ADDITION TO THE FOREGOING, THIS CERTIFICATE IS SUBJECT TORESTRICTIONS ON TRANSFER DESCRIBED IN THAT CERTAIN GUARANTEE AND PLEDGEAGREEMENT, DATED AS OF NOVEMBER 12, 2004, MADE BY GGP LIMITED PARTNERSHIP,GENERAL GROWTH PROPERTIES, INC. AND ROUSE LLC IN FAVOR OF THE ADMINISTRATIVEAGENT (AS DEFINED THEREIN) FOR THE RATABLE BENEFIT OF THE LENDERS (AS DEFINEDTHEREIN).  A COPY OF SUCH GUARANTEE ANDPLEDGE AGREEMENT IS AVAILABLE FROM THE COMPANY UPON WRITTEN REQUEST TO THECOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

 
| Certificate No.: [•] |   | Percentage Interest: [•]% |
|---------------------------|--------|--------------------------------|

 

 

The Rouse Company LP, a Delaware limited partnership(the “Company”), hereby certifies that [•], a [•] (together with any assigneeof this Certificate, the “Holder”), is the registered owner of [•] percent ([•]%) of the partnership interests in the Company. The rights, powers, preferences, restrictions and limitations of thepartnership interests in the Company are set forth in, and this Certificate andthe partnership interests in the Company represented hereby are issued andshall in all respects be subject to the terms and provisions of, the Amendedand Restated Agreement of Limited Partnership of the Company, dated as ofNovember 12, 2004, as the same may be further amended or restated from time totime (the “Limited Partnership 

 

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Agreement”).  By acceptance ofthis Certificate, and as a condition to being entitled to any rights and/orbenefits with respect to the partnership interests evidenced hereby, the Holderis deemed to have agreed to comply with and be bound by all the terms andconditions of the Limited Partnership Agreement.  The Company will furnish a copy of theLimited Partnership Agreement to the Holder without charge upon written requestto the Company at its principal place of business.

 

Each partnership interest in the Company shallconstitute a “security” within the meaning of Section 8-102(a)(15) of theUniform Commercial Code as in effect from time to time in the States ofDelaware and New York (and each partnership interest in the Company shall betreated as such a “security” for all purposes, including, without limitation,perfection of a security interest therein under Article 8 of the applicableUniform Commercial Code).

 

This Certificate and the partnership interestsevidenced hereby shall be governed by and construed in accordance with the lawsof the State of Delaware without regard to principles of conflicts of laws.

 

IN WITNESS WHEREOF, the Company has caused thisCertificate to be executed as of the date set forth below.

 

 
|   | THE ROUSE COMPANY LP |
|--------|----------------------|
|   |                 |
| Dated: |                 |   | By: Rouse LLC, its general partner |
|   |                 |
|   | By:                  |   |   |
|   |                 | Name: |
|   |                 | Title: |
|        |                      |  |  |  |  |

 

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(REVERSE SIDE OFCERTIFICATE)

 

**ASSIGNMENT OF INTERESTS**

 

FOR VALUE RECEIVED, the undersigned hereby sells,assigns and transfers unto                                                                (print or typewrite name of transferee),                                      (insertSocial Security or other taxpayer identification number of transferee), thefollowing specified percentage of partnership interests in the Company:                              (identify the percentage interest being transferred) effective as of the datespecified in the Application for Transfer of Interests below, and irrevocablyconstitutes and appoints                                                             andits authorized officers, as attorney-in-fact, to transfer the same on the booksand records of the Company, with full power of substitution in the premises.

 
| Dated: |         |   | Signature: |   |   |
|--------|--------------|--------|------------|--------|--------|
|   | (Transferor) |
|   |         |
|   | Address:     |   |       |
|   |         |   |       |

** **

**APPLICATION FOR TRANSFER OFINTERESTS**

 

The undersigned applicant (the “Applicant”) hereby (a)applies for a transfer of the percentage of partnership interests in theCompany described above (the “Transfer”) and applies to be admitted to theCompany as a substitute partner of the Company, (b) agrees to comply with andbe bound by all of the terms and provisions of the Limited PartnershipAgreement, (c) represents that the Transfer complies with the terms andconditions of the Limited Partnership Agreement, (d) represents that theTransfer does not violate any applicable laws and regulations, and (e) agreesto execute and acknowledge such instruments (including, without limitation, acounterpart of the Limited Partnership Agreement), in form and substancesatisfactory to the Company, as the Company reasonably deems necessary ordesirable to effect the Applicant’s admission to the Company as a substitutepartner of the Company and to confirm the agreement of the Applicant to bebound by all the terms and provisions of the Limited Partnership Agreement withrespect to the partnership interests in the Company described above.

 

The Applicant directs that the foregoing Transfer andthe Applicant’s admission to the Company as a substitute partner shall beeffective as of                                                  .

 
| Name of Transferee (Print) |     |
|----------------------------|----------|
|                       |     |   |
| Dated:                     |     |   | Signature: |   |   |
|                       |     | (Transferee) |
|                       |     |
|                       | Address: |   |   |
|                       |     |   |   |   |
|                            |          |  |  |  |  |  |  |  |  |

 

The Company has determined (a) that the Transfer described above ispermitted by the Limited Partnership Agreement, (b) hereby agrees to effectsuch Transfer and the admission of the Applicant as a substitute partner of theCompany effective as of the date and time directed above, and (c) agrees torecord, as promptly as possible, in the books and records of the Company theadmission of the Applicant as a substitute partner.

 
|   | THE ROUSE COMPANY LP |
|--------|----------------------|
|   |                 |   |
|   | By:                  |  Rouse LLC,  its general partner |
|   |                 |   |
|   | By:                  |   |   |
|   |                 | Name: |
|   |                 | Title: |

 

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