ENTITLED EITHER IN LAW OR IN EQUITY) TO
RESTRAIN SUCH BREACH OR VIOLATION OR TO REQUIRE COMPLIANCE FULLY WITH THE TERMS,
PROVISIONS OR CONDITIONS OF SECTIONS 14.4 OR 14.6 OF THIS ARTICLE.
IN ANY SUCH
PROCEEDING INLAND AGREES NOT TO RAISE AS A DEFENSE IN ANY SUCH PROCEEDING ANY
ALLEGATION THAT ANY OF THE PROVISIONS OF THIS ARTICLE ARE EITHER UNNECESSARY OR
UNREASONABLE OR THAT ANY OF THEM ILLEGALLY RESTRAIN TRADE OR ANY PERSONAL
RIGHTS.
INLAND FURTHER AGREES TO REIMBURSE PGGM PRE FUND FOR ANY COST OF
ENFORCING THE PROVISIONS OF THIS ARTICLE, INCLUDING REASONABLE ATTORNEY'S FEES
AND COSTS.
FURTHER, IF INLAND SHALL AT ANY TIME BREACH, VIOLATE OR FAIL TO
COMPLY FULLY WITH ANY OF THE TERMS, PROVISIONS, OR CONDITIONS OF SECTIONS 14.4
OR 14.6 OF THIS ARTICLE, PGGM PRE FUND SHALL BE ENTITLED TO REMOVE THE GENERAL
PARTNER FOR CAUSE AS PROVIDED IN SECTION 9.1.
(D)
MODIFICATION BY COURT.
IF A COURT OR OTHER BODY OF AUTHORITY AND
COMPETENT JURISDICTION DETERMINES THAT THE COVENANTS CONTAINED IN THIS
ARTICLE ARE UNENFORCEABLE, IN WHOLE OR IN PART, DUE TO THE DURATION OR SCOPE OF
THE RESTRICTIONS OR LIMITATIONS IMPOSED THEREIN OR FOR ANY OTHER REASON, THEN
THE COURT IS HEREBY AUTHORIZED
AND DIRECTED TO MAKE SUCH MODIFICATIONS THERETO AS ARE NECESSARY TO RENDER SAID
COVENANTS ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THAT
BEING THE INTENTION OF THE PARTIES HERETO.
14.8
ACTIVITIES OF INLAND AND PGGM PRE FUND.
(A)
COVENANTS OF THE PARTIES.
THE PARTNERS EXPRESSLY ACKNOWLEDGE AND
AGREE THAT EACH OF INLAND AND PGGM PRE FUND AND THEIR AFFILIATES AND
SUBSIDIARIES ARE ENGAGED IN ALL ASPECTS OF REAL PROPERTY OWNERSHIP, MANAGEMENT,
LEASING, ACQUISITION AND DISPOSITION, INCLUDING, BUT NOT LIMITED TO, EACH OF THE
ACTIVITIES TO BE UNDERTAKEN BY THE PARTNERSHIP PURSUANT TO THE TERMS OF THIS
AGREEMENT.
EXCEPT AS PROVIDED IN THE PROPERTY MANAGEMENT AGREEMENT AND THE
LEASING AGREEMENT, NEITHER INLAND, NOR PGGM PRE FUND, NOR THE PARTNERSHIP SHALL
HAVE ANY OBLIGATION TO THE OTHERS WITH RESPECT TO LEASING OR DIRECTING TENANTS
TO THE PARTNERSHIP, REIT ENTITIES OR PROPERTY ENTITIES.
EXCEPT AS EXPRESSLY
AGREED TO BY INLAND IN SECTION 14.4, AND PGGM PRE FUND IN SECTION 14.5, NOTHING
SET FORTH IN THIS AGREEMENT IS INTENDED TO REQUIRE THAT INLAND OR PGGM PRE FUND
OR ANY OF THEIR AFFILIATES OPERATE THEIR BUSINESSES IN A MANNER WHICH SHALL
CAUSE ANY OF THEM TO TAKE ANY ACTIONS WHICH ARE NOT IN THE BEST INTERESTS OF THE
OWNERS OR THE TENANTS OF ANY OF THE RETAIL PROPERTIES WHICH ARE NOW OR HEREAFTER
OWNED, DEVELOPED OR MANAGED BY INLAND OR PGGM PRE FUND OR ANY OF THEIR
AFFILIATES, INCLUDING THE OWNED PROPERTIES.
(B)
MANAGEMENT BY INLAND.
IN CONNECTION WITH ITS UNDERTAKING
HEREUNDER, INLAND INTENDS, IN ITS CAPACITY AS A PARTNER OF THE PARTNERSHIP, TO
USE COMMERCIALLY REASONABLE EFFORTS AND SHALL CAUSE THE GENERAL PARTNER TO USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IN THE USUAL AND CUSTOMARY
COURSE OF ITS BUSINESS TO CAUSE THE OWNED PROPERTIES OWNED BY THE PROPERTY