NO
MANAGEMENT OR VETO POWERS, IN A PERSON, OTHER THAN THE PARTNERSHIP OR A
SUBSIDIARY ENTITY, WHICH IS ENGAGED IN SUCH TRANSACTION) OTHER THAN THROUGH
OWNERSHIP OF PARTNERSHIP UNITS, SHALL REQUIRE THE PRIOR APPROVAL OF A MAJORITY
OF THE INDEPENDENT DIRECTORS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND
SUBJECT TO SECTION 7.3 HEREOF, THE GENERAL PARTNER SHALL HAVE, FOR AND ON BEHALF
OF THE PARTNERSHIP, THE RIGHT, POWER AND AUTHORITY:
(A)
TO MANAGE, CONTROL, HOLD, INVEST, LEND, REINVEST, ACQUIRE BY
PURCHASE, LEASE, SELL, CONTRACT TO PURCHASE OR SELL, GRANT, OBTAIN, OR EXERCISE
OPTIONS TO PURCHASE, OPTIONS TO SELL OR CONVERSION RIGHTS, ASSIGN, TRANSFER,
CONVEY, DELIVER, ENDORSE, EXCHANGE, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER,
ABANDON, IMPROVE, REPAIR, CONSTRUCT, MAINTAIN, OPERATE, INSURE, LEASE FOR ANY
TERM AND OTHERWISE DEAL WITH ANY AND ALL PROPERTY OF WHATSOEVER KIND AND NATURE,
AND WHERESOEVER SITUATED, IN FURTHERANCE OF THE PURPOSES OF THE PARTNERSHIP, AND
IN ADDITION, WITHOUT LIMITING THE FOREGOING, UPON THE AFFIRMATIVE VOTE OF NO
FEWER THAN THREE (3) OF THE INDEPENDENT DIRECTORS OF THE GENERAL PARTNER WHO ARE
NOT AFFILIATES OF THE DEBARTOLOS, THE GENERAL PARTNER SHALL AUTHORIZE AND
REQUIRE THE SALE OF ANY PROPERTY OWNED BY THE PARTNERSHIP OR A SUBSIDIARY
ENTITY.
31
(B)
TO ACQUIRE, DIRECTLY OR INDIRECTLY, INTERESTS IN REAL OR PERSONAL
PROPERTY (COLLECTIVELY, "PROPERTY") OF ANY KIND AND OF ANY TYPE, AND ANY AND ALL
KINDS OF INTERESTS THEREIN, AND TO DETERMINE THE MANNER IN WHICH TITLE THERETO
IS TO BE HELD; TO MANAGE, INSURE AGAINST LOSS, PROTECT AND SUBDIVIDE ANY
PROPERTY, INTERESTS THEREIN OR PARTS THEREOF; TO IMPROVE, DEVELOP OR REDEVELOP
ANY PROPERTY; TO PARTICIPATE IN THE OWNERSHIP AND DEVELOPMENT OF ANY PROPERTY;
TO DEDICATE FOR PUBLIC USE, TO VACATE ANY SUBDIVISIONS OR PARTS THEREOF, TO
RESUBDIVIDE, TO CONTRACT TO SELL, TO GRANT OPTIONS TO PURCHASE OR LEASE AND TO
SELL ON ANY TERMS; TO CONVEY, TO MORTGAGE, PLEDGE OR OTHERWISE ENCUMBER ANY
PROPERTY, OR ANY PART THEREOF; TO LEASE ANY PROPERTY OR ANY PART THEREOF FROM
TIME TO TIME, UPON ANY TERMS AND FOR ANY PERIOD OF TIME, AND TO RENEW OR EXTEND
LEASES, TO AMEND, CHANGE OR MODIFY THE TERMS AND PROVISIONS OF ANY LEASES AND TO
GRANT OPTIONS TO LEASE AND OPTIONS TO RENEW LEASES AND OPTIONS TO PURCHASE; TO
PARTITION OR TO EXCHANGE ANY PROPERTY, OR ANY PART THEREOF, FOR OTHER PROPERTY;
TO GRANT EASEMENTS OR CHARGES OF ANY KIND; TO RELEASE, CONVEY OR ASSIGN ANY
RIGHT, TITLE OR INTEREST IN OR ABOUT OR EASEMENT APPURTENANT TO ANY PROPERTY OR
ANY PART THEREOF; TO CONSTRUCT AND RECONSTRUCT, REMODEL, ALTER, REPAIR, ADD TO
OR TAKE FROM BUILDINGS ON ANY PROPERTY; TO INSURE ANY PERSON HAVING AN INTEREST
IN OR RESPONSIBILITY FOR THE CARE, MANAGEMENT OR REPAIR OF ANY PROPERTY; TO
DIRECT THE TRUSTEE OF ANY LAND TRUST TO MORTGAGE, LEASE, CONVEY OR CONTRACT TO
CONVEY ANY PROPERTY HELD IN SUCH LAND TRUST OR TO EXECUTE AND DELIVER DEEDS,
MORTGAGES, NOTES AND ANY AND ALL DOCUMENTS PERTAINING TO THE PROPERTY SUBJECT TO
SUCH LAND TRUST OR