ENTITIES TO BE OPERATED, MANAGED, LEASED, ACQUIRED AND DISPOSED OF IN THE BEST
INTERESTS OF THE PARTNERSHIP AND EACH OF ITS PARTNERS. NOTWITHSTANDING THE
FOREGOING, PGGM PRE FUND ACKNOWLEDGES AND AGREES THAT INLAND OR THE GENERAL
PARTNER OWES NO FIDUCIARY OR OTHER DUTY TO PGGM PRE FUND TO CAUSE THE OWNED
PROPERTIES TO BE TREATED ANY DIFFERENTLY THAN ANY OTHER PROPERTY WHICH MAY NOW
OR HEREAFTER BE OWNED, MANAGED OR LEASED BY INLAND, THE GENERAL PARTNER OR ANY
OF THEIR AFFILIATES, AND THAT INLAND AND THE GENERAL PARTNER SHALL BE ENTITLED
TO DIRECTLY COMPETE WITH THE PARTNERSHIP AND PGGM PRE FUND WITH RESPECT TO THE
ACTIVITIES OF THE PARTNERSHIP PROVIDED SUCH COMPETITION DOES NOT OTHERWISE
VIOLATE THE PROVISIONS OF SECTION 14.4, THE PROPERTY MANAGEMENT AGREEMENT OR THE
LEASING AGREEMENT.
INLAND, ON BEHALF OF ITSELF AND ITS AFFILIATES AND
SUBSIDIARIES, AGREES THAT, AND SUBJECT TO OBTAINING THE APPROVAL OF THE LIMITED
PARTNERS IN THE CASE OF MAJOR DECISIONS, FOR AS LONG AS THE GENERAL PARTNER IS
AN AFFILIATE OF INLAND, THE GENERAL PARTNER SHALL OPERATE THE PARTNERSHIP, REIT
ENTITIES, PROPERTY ENTITIES AND OWNED PROPERTIES IN A MANNER CONSISTENT WITH THE
CUSTOMARY STANDARDS FOR SIMILAR EQUITY INVESTMENTS AND PROPERTIES OWNED BY
INLAND AND ITS AFFILIATES TAKING INTO CONSIDERATION THE SPECIFIC CHARACTERISTICS
OF THE OWNED PROPERTIES.
ARTICLE 15
COUNSEL; AMENDMENTS
15.1
COUNSEL TO THE PARTNERSHIP.
THE GENERAL PARTNER SHALL, WITH THE
APPROVAL OF THE LIMITED PARTNERS, SELECT ATTORNEYS FOR THE PARTNERSHIP, REIT
ENTITIES AND PROPERTY ENTITIES.
THE REASONABLE FEES AND DISBURSEMENTS OF
ATTORNEYS SO SELECTED SHALL BE PAID BY THE PARTNERSHIP.
15.2
AMENDMENTS.
THE TERMS AND PROVISIONS OF THIS AGREEMENT MAY BE
MODIFIED OR AMENDED AT ANY TIME AND FROM TIME TO TIME ONLY WITH THE UNANIMOUS
WRITTEN CONSENT OF THE LIMITED PARTNERS.
ARTICLE 16
REPRESENTATIONS AND WARRANTIES AND CONDITIONS
16.1
REPRESENTATIONS OF INLAND.
INLAND REPRESENTS AND WARRANTS TO PGGM
PRE FUND, AS AN INDUCEMENT TO PGGM PRE FUND TO EXECUTE THIS AGREEMENT AND
PERFORM ITS COVENANTS AND AGREEMENTS CONTAINED HEREIN AS FOLLOWS:
(A)
ORGANIZATION AND AUTHORITY.
(I)
INLAND IS DULY FORMED AND IS VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF MARYLAND.
(II)
INLAND HAS THE FULL RIGHT, CORPORATE POWER AND CORPORATE
AUTHORITY AND HAS OBTAINED ANY AND ALL CONSENTS REQUIRED OF IT TO ENTER INTO
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, TO CAUSE THE INLAND PARTIES
TO COMPLY WITH THE TERMS OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
TO WHICH THEY ARE A PARTY AND TO CONSUMMATE OR CAUSE TO BE CONSUMMATED THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS AGREEMENT HAS BEEN, AND ALL
OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY INLAND OR ANY INLAND PARTY AT
THE CLOSING OF A CONTRIBUTION OF AN INLAND PROPERTY OR THE ACQUISITION OF AN
ADDITIONAL PROPERTY WILL BE WILL BE, AUTHORIZED AND PROPERLY EXECUTED AND
CONSTITUTE, OR WILL CONSTITUTE, AS APPROPRIATE, THE LEGAL, VALID AND BINDING
OBLIGATION OF INLAND AND THE APPLICABLE INLAND PARTY, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS, SUBJECT TO APPLICABLE LAWS