PROVISIONS OF THE ACT, AND
ALL OTHER PERTINENT LAWS OF THE STATE OF DELAWARE, FOR THE PURPOSES AND UPON THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH. THE PARTNERS AGREE THAT THE RIGHTS
AND LIABILITIES OF THE PARTNERS SHALL BE AS PROVIDED IN THE ACT EXCEPT AS
OTHERWISE HEREIN EXPRESSLY PROVIDED.
PROMPTLY UPON THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE GENERAL PARTNER SHALL CAUSE EACH NOTICE, INSTRUMENT,
DOCUMENT OR CERTIFICATE AS MAY BE REQUIRED BY APPLICABLE LAW, AND WHICH MAY BE
NECESSARY TO ENABLE THE PARTNERSHIP TO CONTINUE TO CONDUCT ITS BUSINESS, AND TO
OWN ITS PROPERTIES, UNDER THE PARTNERSHIP NAME TO BE FILED OR RECORDED IN ALL
APPROPRIATE PUBLIC OFFICES.
UPON REQUEST OF THE GENERAL PARTNER, THE PARTNERS
SHALL EXECUTE ANY ASSUMED OR FICTITIOUS NAME CERTIFICATE OR CERTIFICATES
REQUIRED BY LAW TO BE FILED IN CONNECTION WITH THE PARTNERSHIP.
THE GENERAL
PARTNER SHALL PROPERLY CAUSE THE EXECUTION AND DELIVERY OF SUCH ADDITIONAL
DOCUMENTS AND SHALL PERFORM SUCH ADDITIONAL ACTS CONSISTENT WITH THE TERMS OF
THIS AGREEMENT AS MAY BE NECESSARY TO COMPLY WITH THE REQUIREMENTS OF LAW FOR
THE CONTINUED OPERATION OF A LIMITED PARTNERSHIP UNDER THE LAWS OF THE STATE OF
DELAWARE (IT BEING UNDERSTOOD THAT THE GENERAL PARTNER SHALL BE REQUIRED TO
PROVIDE THE LIMITED PARTNERS WITH COPIES OF ANY AMENDMENT TO THE CERTIFICATE
REQUIRED TO BE FILED UNDER SUCH LAWS ONLY UPON REQUEST) AND FOR THE CONTINUED
OPERATION OF A LIMITED PARTNERSHIP IN EACH OTHER JURISDICTION IN WHICH THE
PARTNERSHIP SHALL CONDUCT BUSINESS.
13
2.2
NAME.
THE NAME OF THE PARTNERSHIP IS SIMON PROPERTY GROUP, L.P.,
AND ALL BUSINESS OF THE PARTNERSHIP SHALL BE CONDUCTED UNDER THE NAME OF SIMON
PROPERTY GROUP, L.P. OR SUCH OTHER NAME AS THE GENERAL PARTNER MAY SELECT;
PROVIDED, HOWEVER, THAT THE GENERAL PARTNER MAY NOT CHOOSE THE NAME (OR ANY
DERIVATIVE THEREOF) OF ANY LIMITED PARTNER (OTHER THAN THE NAMES "DEBARTOLO" OR
"SIMON") WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH LIMITED PARTNER.
ALL
TRANSACTIONS OF THE PARTNERSHIP, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
SHALL BE CARRIED ON AND COMPLETED IN SUCH NAME (IT BEING UNDERSTOOD THAT THE
PARTNERSHIP MAY ADOPT ASSUMED OR FICTITIOUS NAMES IN CERTAIN JURISDICTIONS).
2.3
CHARACTER OF THE BUSINESS.
THE PURPOSE OF THE PARTNERSHIP IS AND
SHALL BE TO ACQUIRE, HOLD, OWN, DEVELOP, REDEVELOP, CONSTRUCT, RECONSTRUCT,
ALTER, IMPROVE, MAINTAIN, OPERATE, SELL, LEASE, TRANSFER, ENCUMBER, CONVEY,
EXCHANGE AND OTHERWISE DISPOSE OF OR DEAL WITH THE PROPERTIES AND ANY OTHER REAL
AND PERSONAL PROPERTY OF ALL KINDS; TO UNDERTAKE SUCH OTHER ACTIVITIES AS MAY BE
NECESSARY, ADVISABLE, DESIRABLE OR CONVENIENT TO THE BUSINESS OF THE
PARTNERSHIP; AND TO ENGAGE IN SUCH OTHER ANCILLARY ACTIVITIES AS SHALL BE
NECESSARY OR DESIRABLE TO EFFECTUATE THE FOREGOING PURPOSES.
THE PARTNERSHIP
SHALL HAVE ALL POWERS NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES
ENUMERATED.
IN CONNECTION WITH THE FOREGOING, BUT SUBJECT TO ALL OF THE TERMS,
COVENANTS, CONDITIONS AND LIMITATIONS CONTAINED IN THIS AGREEMENT AND ANY OTHER
AGREEMENT ENTERED INTO BY THE PARTNERSHIP, THE PARTNERSHIP SHALL HAVE FULL POWER
AND AUTHORITY TO