Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto), neither the Members nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers), shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary or to any Member for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them by this Agreement, the Board and/or the Act, provided that the Member's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries and, provided further, that the Member or such other Person shall not be guilty of intentional misconduct or gross negligence. The Company shall, and hereby does, indemnify and hold harmless the Members and their Affiliates and any individual acting on their behalf (including the Board Members and the General Growth Officers) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason of any act performed by them or any Person acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management of the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity. For purposes of this 7.13, the term "General Growth Officers" shall include the officers, directors and trustees of the Subsidiaries.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)General Partner nor any of its Affiliates, neither the Members directors, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member my Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the Member's General Partner’s or such other Person's ’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in in, or not opposed to, the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member General Partner or such other Person shall was not be guilty of intentional fraud, willful misconduct or gross negligence. The Company General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s shareholders. The Partnership shall, and hereby does, indemnify and hold harmless the Members General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article VI Section 7 (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them or litigation in which any Person acting on their behalf (including Limited Partner is named as a defendant and relating to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or any predecessors Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13agreement by, such Limited Partner; provided, however, that no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)General Partner, neither the Members nor any of its Affiliates, directors, trust managers, officers, stockholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the Member's General Partner’s, or such other Person's ’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member General Partner or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company General Partner acknowledges that it owes fiduciary duties both to its stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s stockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members General Partner and its Affiliates, their Affiliates respective directors, officers, stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to the Articles of the General Partner if such Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, stockholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and Managing General Partner, the Schedules attached hereto)Non-Managing General Partners nor any of their Affiliates, neither the Members directors, trust managers, officers, shareholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the Managing General Partner or the Non-Managing General Partners by this Agreement, the Board and/or Agreement and the Act, provided that the Member's Managing General Partner's, the Non-Managing General Partners' or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts 44 49 to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members Managing General Partner and the Non-Managing General Partners and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner (or the Charter of SDG or the Amended and Restated Regulations of SD Property, if such Persons were directors, officers, agents or employees of the Non-Managing General Partners); provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)General Partner, neither the Members nor any of its Affiliates, directors, trust managers, officers, stockholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the Member's General Partner’s, or such other Person's ’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member General Partner or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company General Partner acknowledges that it owes fiduciary duties both to its stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s stockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner ), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members General Partner and its Affiliates, their Affiliates respective directors, officers, stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to the Charter of the General Partner if such Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, stockholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto), neither the Members General Partner nor any Person acting on their behalf its behalf, pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the MemberGeneral Partner's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member General Partner or such other Person shall not be guilty of intentional fraud, misconduct or gross negligence. The Company Partnership shall, and hereby does, indemnify and hold harmless the Members General Partner and their its Affiliates and any individual acting on their behalf (including the Board Members and the General Growth Officers) from any loss, damage, claims claim or liability, including including, but not limited to, reasonable attorneys' fees and expenses, incurred by them (i) by reason of any act performed by them or any Person acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management of the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity. For purposes of this 7.13; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership. Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets of the Partnership and no Partner shall be liable therefor. Limited Partner Representatives. A Majority-In-Interest of the Bucksbaum Limited Partners shall appoint one or more representatives ("Limited Partner Representatives"). A Majority-In-Interest of the Bucksbaum Limited Partners shall have the right, at any time, within their sole discretion, to replace any of the Limited Partner Representatives, to appoint a temporary substitute to act for any Limited Partner Representative unable to act, or to vest in only one of the Limited Partner Representatives the sole power to exercise rights of the Limited Partner Representatives hereunder. The Limited Partner Representatives shall be appointed by the Bucksbaum Limited Partners in writing, a copy of which shall be delivered to the General Partner. Any appointments of Limited Partner Representatives made hereunder shall remain effective until rescinded in a writing delivered to the General Partner and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representatives without any further evidence of their authority or further action by the Bucksbaum Limited Partners. Operation in Accordance with REIT Requirements. The Partners acknowledge and agree that the Partnership shall be operated in a manner that will enable the General Partner to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The Partnership shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in the General Partner ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the General Partner. The determination as to whether the Partnership has operated in the manner prescribed in this Section 6.12 shall be made without regard to any action or inaction of the General Partner with respect to distributions and the timing thereof.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)General Partner nor any of its Affiliates, neither the Members directors, officers, shareholders, nor any Person acting on its or their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the General Partner by this Agreement, the Board and/or Agreement and the Act, provided PROVIDED that the MemberGeneral Partner's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in, or not opposed to, the best interests of the Partnership and, PROVIDED FURTHER, that the General Partner or such other Person was not guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; PROVIDED, HOWEVER, that in the event of a conflict between the interests of the shareholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Company and/or the Subsidiaries and, provided further, that the Member or such other Person shall not be guilty of intentional misconduct or gross negligenceGeneral Partner's shareholders. The Company Partnership shall, and hereby does, indemnify and hold harmless the Members General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to Article IX (or any succeeding provision) of the Charter of the General Partner if such persons were directors, officers, agents or employees of the General Partner; PROVIDED, HOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, partners, shareholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them or litigation in which any Person acting on their behalf (including Limited Partner is named as a defendant and relating to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or any predecessors Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13agreement by, such Limited Partner; PROVIDED, however, that no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and Managing General Partner, the Schedules attached hereto)Non-Managing General Partners nor any of their Affiliates, neither the Members directors, trust managers, officers, shareholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the Managing General Partner or the Non-Managing General Partners by this Agreement, the Board and/or Agreement and the Act, provided that the Member's Managing General Partner's, the Non-Managing General Partners' or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; PROVIDED, HOWEVER, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members Managing General Partner and the Non-Managing General Partners and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner (or the Charter of SDG or the Amended and Restated Regulations of SD Property, if such Persons were directors, officers, agents or employees of the Non-Managing General Partners); PROVIDED, HOWEVER, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; PROVIDED, HOWEVER, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)Managing General Partner nor any of its Affiliates, neither the Members directors, trust managers, officers, shareholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the Managing General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the MemberManaging General Partner's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member Managing General Partner or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling the Managing General Partner to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner), including from the lending of money by the Managing General Partner to the Partnership or the contribution of property by the Managing General Partner to the Partnership, it being understood that in any such transaction the Managing General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members Managing General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting 39 44 on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and Managing General Partner, the Schedules attached hereto)Non-Managing General Partners nor any of their Affiliates, neither the Members directors, trust managers, officers, shareholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the Managing General Partner or the Non-Managing General Partners by this Agreement, the Board and/or Agreement and the Act, provided that the Member's Managing General Partner's, the Non-Managing General Partners' or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member Managing General Partner, the Non-Managing General Partners or such other Person shall not be guilty of intentional fraud, willful misconduct or gross negligence. The Company Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling either the Managing General Partner or the Non-Managing General Partners to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner or the Non-Managing General Partners), including from the lending of money by the Managing General Partner or the Non-Managing General Partners to the Partnership or the contribution of property by the Managing General Partner or the Non-Managing General Partners to the Partnership, it being understood that in any such transaction the Managing General Partner or the Non-Managing General Partners, as the case may be, shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless the Members and their Affiliates and any individual acting on their behalf (including the Board Members and the General Growth Officers) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason of any act performed by them or any Person acting on their behalf (including the Board Members and the General Growth Officers) in connection with the management each of the Company and/or its Subsidiaries and/or any predecessors or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions of this indemnity. For purposes of this 7.13, the term "General Growth Officers" shall include the officers, directors and trustees of the Subsidiaries.Managing

Waiver and Indemnification. (a) Notwithstanding anything to Neither the contrary contained in this Agreement (including Section 7.12 and the Schedules attached hereto)Managing General Partner nor any of its Affiliates, neither the Members directors, trust managers, officers, shareholders, nor any Person acting on their behalf pursuant hereto (including the Board Members and General Growth Officers)hereto, shall be liable, responsible or accountable in damages or otherwise to the Company, any Subsidiary Partnership or to any Member Partner for any acts or omissions performed or omitted to be performed by them (or any Person acting on their behalf, including the Board Members and the General Growth Officers) in connection with the management of the Company and/or the Subsidiaries and within the scope of the authority conferred upon them the Managing General Partner by this Agreement, the Board and/or Agreement and the Act, provided that the MemberManaging General Partner's or such other Person's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Company and/or the Subsidiaries Partnership and, provided further, that the Member Managing General Partner or such other Person shall not be guilty of intentional fraud, willful misconduct or 39 44 gross negligence. The Company Managing General Partner acknowledges that it owes fiduciary duties both to its shareholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the shareholders of the Managing General Partner and the interests of the Limited Partners, the Limited Partners agree that the Managing General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the Managing General Partner's shareholders. Nothing contained in the preceding sentence shall be construed as entitling the Managing General Partner to realize any profit or gain from any transaction between such Partner and the Partnership (except as may be required by law upon a distribution to the Managing General Partner), including from the lending of money by the Managing General Partner to the Partnership or the contribution of property by the Managing General Partner to the Partnership, it being understood that in any such transaction the Managing General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the Members Managing General Partner and its Affiliates, their Affiliates respective directors, officers, shareholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the Managing General Partner pursuant to the Charter of the Managing General Partner if such persons were directors, officers, agents or employees of the Managing General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shall, and hereby does, indemnify each Limited Partner and its Affiliates, their respective directors, officers, shareholders and any other individual acting on its or their behalf, from and against any costs (including the Board Members and the General Growth Officerscosts of defense) from any loss, damage, claims or liability, including reasonable attorneys' fees and expenses, incurred by them (i) by reason it as a result of any act performed by them litigation or other proceeding in which any Limited Partner is named as a defendant or any Person acting on their behalf (including claim threatened or asserted against any Limited Partner, in either case which relates to the Board Members and the General Growth Officers) in connection with the management operations of the Company and/or its Subsidiaries and/or Partnership or any predecessors obligation assumed by the Partnership, unless such costs are the result of misconduct on the part of, or successors thereof or thereto and in accordance with the standards set forth above or (ii) in enforcing the provisions a breach of this indemnity. For purposes of this 7.13Agreement by, such Limited Partner; provided, however, no Partner shall have any personal liability with respect to the term "General Growth Officers" shall include the officersforegoing indemnification, directors and trustees any such indemnification to be satisfied solely out of the Subsidiariesassets of the Partnership.