PGGM PRE FUND TO EXECUTE, DELIVER AND PERFORM
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT TO WHICH PGGM PRE FUND IS A
PARTY, EXCEPT SUCH CONSENT, WAIVER, APPROVAL,
AUTHORIZATION, FILING, REGISTRATION, OR QUALIFICATION WHICH HAS ALREADY BEEN
MADE, OBTAINED OR GIVEN.
(E)
BROKERAGE COMMISSIONS.
PGGM PRE FUND HAS NOT 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 PGGM PRE
FUND, PGGM PRE FUND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE PARTNERSHIP
AND INLAND FROM AND AGAINST ANY SUCH CLAIM BASED UPON ANY STATEMENT,
REPRESENTATION OR AGREEMENT OF SUCH PARTY, IT BEING UNDERSTOOD, HOWEVER, THAT
THE FEES OF ICAP ARE THE RESPONSIBILITY OF INLAND.
(F)
NOT A PROHIBITED PERSON.
PGGM PRE FUND IS NOT A PROHIBITED
PERSON.
THE ASSETS PGGM PRE FUND 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.
16.3
SECURITIES REPRESENTATIONS.
EACH OF THE PARTNERS HEREBY REPRESENTS
AND WARRANTS TO THE OTHER PARTNERS AS TO ITSELF AS FOLLOWS:
(A)
NO REGISTRATION STATEMENT.
IT HAS BEEN ADVISED NO REGISTRATION
STATEMENT RELATING TO INTERESTS IN THE PARTNERSHIP, THE PGGM PRE FUND PUT
OPTION, OR OTHERWISE HAS BEEN OR SHALL BE FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE.
(B)
REPRESENTATIONS AND WARRANTIES.
EACH LIMITED PARTNER REPRESENTS
AND WARRANTS TO THE GENERAL PARTNER AND TO THE PARTNERSHIP AS TO ITSELF THAT:
(I)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED
BY SUCH PARTNER AND CONSTITUTES THE VALID AND LEGALLY BINDING AGREEMENT OF SUCH
PARTNER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AGAINST SUCH PARTNER, EXCEPT
AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM AND
OTHER SIMILAR LAWS RELATING TO CREDITOR'S RIGHTS GENERALLY, BY GENERAL EQUITABLE
PRINCIPLES AND BY ANY IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
(II)
SUCH PARTNER'S INTEREST IN THE PARTNERSHIP, AND WITH RESPECT TO
PGGM PRE FUND, THE PGGM PRE FUND PUT OPTION, HAS BEEN OR WILL BE ACQUIRED SOLELY
BY AND FOR THE ACCOUNT OF SUCH PARTNER, FOR INVESTMENT PURPOSES ONLY AND IS NOT
BEING PURCHASED FOR SUBDIVISION, FRACTIONALIZATION, RESALE OR DISTRIBUTION; SUCH
PARTNER HAS NO CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY PERSON
TO SELL, TRANSFER OR PLEDGE TO SUCH PERSON OR ANYONE ELSE SUCH PARTNER'S
INTEREST, OR WITH RESPECT TO PGGM PRE FUND, THE PGGM PRE FUND PUT OPTION (OR ANY
PORTION THEREOF); AND SUCH PARTNER HAS NO PRESENT PLANS OR INTENTIONS TO ENTER
INTO ANY SUCH CONTRACT, UNDERTAKING OR ARRANGEMENT.
(III)
SUCH PARTNER'S INTEREST IN THE PARTNERSHIP, AND WITH RESPECT TO
PGGM PRE FUND, THE PGGM PRE FUND