OF BANKRUPTCY OR INSOLVENCY AND
PRINCIPLES OF EQUITY.
(B)
AGENTS AND FINANCIAL ADVISORS.
OTHER THAN INLAND'S RETENTION OF
INLAND INSTITUTIONAL CAPITAL PARTNERS ("IICP") OR ITS AFFILIATE, THERE ARE NO
AGENTS, BROKERS OR FINANCIAL ADVISORS INVOLVED IN CONNECTION WITH THE FORMATION
OF THE PARTNERSHIP AND NEITHER INLAND NOR PGGM PRE FUND HAS ENGAGED ANY PARTY
OTHER THAN IICP WHICH WOULD OTHERWISE PROVIDE FOR THE PAYMENT OF ANY COMMISSIONS
OR SIMILAR FEES WITH REGARD TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, THE PARTNERSHIP SHALL NOT BE RESPONSIBLE FOR ANY
SUCH COMMISSIONS OR FEES.
(C)
CONFLICTS AND PENDING ACTION.
(I)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL: (A) VIOLATE ANY
CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER, DECREE,
RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT, GOVERNMENTAL AGENCY, OR
COURT TO WHICH INLAND OR ANY INLAND PARTY IS SUBJECT OR ANY PROVISION OF THE
BYLAWS OR CHARTER OF INLAND OR THE EQUIVALENT CONSTITUTIONAL DOCUMENTS OF ANY
INLAND PARTY; OR (B) EXCEPT AS SET FORTH IN ANY SCHEDULE TO BE ATTACHED TO A
CONTRIBUTION AGREEMENT WITH RESPECT TO INDEBTEDNESS SECURED BY A CONTRIBUTED
PROPERTY, CONFLICT WITH, RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER,
RESULT IN THE ACCELERATION OF, CREATE IN ANY PARTY THE RIGHT TO ACCELERATE,
TERMINATE, MODIFY, OR CANCEL, OR REQUIRE ANY NOTICE UNDER ANY MATERIAL
AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT, OR OTHER ARRANGEMENT TO WHICH
INLAND OR ANY INLAND PARTY IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF
ITS ASSETS IS SUBJECT (OR RESULT IN THE IMPOSITION OF ANY LIEN UPON ANY OF ITS
ASSETS).
(II)
THERE IS NO LITIGATION, ACTION OR PROCEEDING PENDING, OR TO
INLAND'S KNOWLEDGE, THREATENED AGAINST INLAND OR ANY INLAND PARTY WHICH WOULD
CHALLENGE OR IMPAIR INLAND'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, OR CHALLENGE OR IMPAIR THE
ABILITY OF ANY INLAND PARTY TO TRANSFER ITS PROPERTY.
(D)
BROKERAGE COMMISSIONS.
OTHER THAN INLAND'S RETENTION OF INLAND
IICP OR ITS AFFILIATE, NEITHER INLAND NOR ANY INLAND PARTY HAS DEALT WITH ANY
REAL ESTATE BROKER, SALES PERSON OR FINDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (EITHER ON THEIR OWN BEHALF OR ON BEHALF OF THE
PARTNERSHIP). IF ANY CLAIM IS MADE FOR BROKER'S OR FINDER'S FEES OR COMMISSIONS
IN CONNECTION WITH THE NEGOTIATION, EXECUTION OR CONSUMMATION OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY AS A RESULT OF ANY ACTION OF INLAND OR
ANY INLAND PARTY, INLAND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE
PARTNERSHIP AND PGGM PRE FUND FROM AND AGAINST ANY SUCH CLAIM BASED UPON ANY
STATEMENT, REPRESENTATION OR AGREEMENT OF SUCH PARTY.
(E)
NOT A PROHIBITED PERSON.
INLAND IS NOT A PROHIBITED PERSON.
THE
ASSETS INLAND WILL TRANSFER TO THE PARTNERSHIP PURSUANT TO THIS AGREEMENT ARE
NOT THE PROPERTY OF, AND ARE NOT BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY
A PROHIBITED PERSON.
16.2
REPRESENTATIONS OF PGGM PRE FUND.
PGGM PRE FUND REPRESENTS