SECURITIES LAW VIOLATIONS AS TO THE PARTICULAR
INDEMNITEE; (II) SUCH CLAIMS HAVE BEEN DISMISSED WITH PREJUDICE ON THE MERITS BY
A COURT OF COMPETENT JURISDICTION AS TO THE PARTICULAR INDEMNITEE; OR (III) A
COURT OF COMPETENT JURISDICTION APPROVES A SETTLEMENT OF THE CLAIMS AND FINDS
THAT INDEMNIFICATION OF THE SETTLEMENT AND RELATED COSTS SHOULD BE MADE AND THE
COURT CONSIDERING THE REQUEST HAS BEEN ADVISED OF THE POSITION OF THE SECURITIES
AND EXCHANGE COMMISSION AND THE PUBLISHED OPINIONS OF ANY STATE SECURITIES
REGULATORY AUTHORITY IN WHICH SECURITIES OF THE COMPANY WERE OFFERED AND SOLD
WITH RESPECT TO THE AVAILABILITY OR PROPRIETY OF INDEMNIFICATION FOR SECURITIES
LAW VIOLATIONS.
C)
THE COMPANY MAY ADVANCE AMOUNTS TO PERSONS ENTITLED TO
INDEMNIFICATION HEREUNDER FOR LEGAL AND OTHER EXPENSES AND COSTS INCURRED AS A
RESULT OF ANY LEGAL ACTION FOR WHICH INDEMNIFICATION IS BEING SOUGHT ONLY IF ALL
OF THE FOLLOWING CONDITIONS ARE SATISFIED: (I) THE LEGAL ACTION RELATES TO ACTS
OR OMISSIONS WITH RESPECT TO THE PERFORMANCE OF DUTIES OR SERVICES BY THE
INDEMNIFIED PART FOR OR ON BEHALF OF THE COMPANY; (II) THE LEGAL ACTION IS
INITIATED BY A THIRD PARTY AND A COURT OF COMPETENT JURISDICTION SPECIFICALLY
APPROVES SUCH ADVANCEMENT; AND
(III) THE INDEMNIFIED PARTY RECEIVING SUCH
ADVANCES UNDERTAKES TO REPAY THE ADVANCED FUNDS TO THE COMPANY, TOGETHER WITH
THE APPLICABLE LEGAL RATE OF INTEREST THEREON, IN ANY CASE(S) IN WHICH SUCH
PARTY IS FOUND NOT TO BE ENTITLED TO INDEMNIFICATION.
25.
NOTICES.
ANY NOTICE, REPORT OR OTHER
COMMUNICATION REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING
UNLESS SOME OTHER METHOD OF GIVING SUCH NOTICE, REPORT OR OTHER COMMUNICATION IS
ACCEPTED BY THE PARTY TO WHOM IT IS GIVEN AND SHALL BE GIVEN BY BEING DELIVERED
AT THE FOLLOWING ADDRESSES OF THE PARTIES HERETO:
The Company and/or the Board of Directors:
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Ms. Roberta S. Matlin, Vice President
The Advisor:
Inland Western Retail Real Estate Advisory Services, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: President
EITHER PARTY MAY AT ANY TIME GIVE NOTICE IN WRITING TO THE OTHER PARTY OF A
CHANGE OF ITS ADDRESS FOR THE PURPOSE OF THIS SECTION 25.
19
26.
CONFLICTS OF INTEREST AND FIDUCIARY DUTIES TO
THE COMPANY AND TO THE COMPANY'S STOCKHOLDERS.
THE COMPANY AND THE ADVISOR
RECOGNIZE THAT THEIR RELATIONSHIP IS SUBJECT TO VARIOUS CONFLICTS OF INTEREST AS
SET FORTH IN THE PROSPECTUS. THE ADVISOR, ON BEHALF OF ITSELF AND ITS
AFFILIATES, ACKNOWLEDGES THAT THE ADVISOR AND ITS AFFILIATES HAVE FIDUCIARY
DUTIES TO THE COMPANY AND TO THE COMPANY'S STOCKHOLDERS. THE ADVISOR, ON BEHALF
OF ITSELF AND ITS AFFILIATES, REPRESENTS AND AGREES (I) THAT THE ADVISOR AND ITS
AFFILIATES WILL ENDEAVOR TO BALANCE THE INTERESTS OF THE COMPANY WITH THE
INTERESTS OF THE ADVISOR AND ITS AFFILIATES IN MAKING ANY DETERMINATION WHERE A
CONFLICT OF INTEREST EXISTS BETWEEN THE COMPANY AND THE ADVISOR OR ITS
AFFILIATES; AND (II) THAT THE ACTIONS AND DECISIONS OF THE