SEVENTH AMENDMENT TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
THE MACERICH PARTNERSHIP, L.P.
THIS SEVENTH AMENDMENT (the "AMENDMENT") TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT DATED AS OF MARCH 16, 1994, AMENDED AS OF AUGUST
14, 1995, FURTHER AMENDED AS OF JUNE 27, 1997, FURTHER AMENDED AS OF NOVEMBER
16, 1997, FURTHER AMENDED AS OF FEBRUARY 25, 1998, FURTHER AMENDED AS OF
FEBRUARY 26, 1998, AND FURTHER AMENDED AS OF JUNE 17, 1998 (the "AGREEMENT") OF
THE MACERICH PARTNERSHIP, L.P. (the "PARTNERSHIP") is dated effective December
23, 1998.
RECITALS
WHEREAS, SECTION 12.1(b)(iv) of the Agreement provides that the
General Partner has the power, without the consent of the Limited Partners of
the Partnership, to amend the Agreement as may be required to facilitate or
implement curing any ambiguity, correcting or supplementing any provision in the
Agreement not inconsistent with law or with other provisions of the Agreement;
WHEREAS, the General Partner has made the determination pursuant to
SECTION 12.1(b)(iv) of the Agreement that consent of the Limited Partners of the
Partnership is not required with respect to the matters set forth in this
Amendment; and
WHEREAS, all things necessary to make this Amendment a valid agreement
of the Partnership have been done;
NOW, THEREFORE, pursuant to the authority granted to the General
Partner under the Agreement, the Agreement is hereby amended as follows:
1. AMENDMENT: A section 13.14 is added to the Agreement immediately
following section 13.13 thereof as follows:
13.14 SEPARATE NATURE. In contemplation of procedures required in
connection with securitization of loans, the Partnership will, based
on advice of counsel, adopt such procedures as may be appropriate to
maintain the separate nature of the Partnership.
2. DEFINED TERMS AND RECITALS. As used in this Amendment,
capitalized terms used and defined in this Amendment shall have the meaning
assigned to them in this Amendment, and capitalized terms used in this Amendment
but not defined herein, shall have the meaning assigned to them in the
Agreement.
3. RATIFICATION AND CONFIRMATION. Except to the extent specifically
amended by this Amendment, the terms and provisions of the Agreement, as
previously amended, are hereby ratified and confirmed.
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IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the date first above mentioned.
GENERAL PARTNER:
THE MACERICH COMPANY
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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General Counsel and Secretary
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