OR WITH OTHERS, INCLUDING, BUT NOT LIMITED TO, BUSINESS OF THE
CHARACTER DESCRIBED IN ARTICLE 4 (OR ANY PART THEREOF), AND NEITHER THE
PARTNERSHIP NOR ANY OF THE PARTNERS SHALL HAVE ANY RIGHTS IN OR TO SUCH
INDEPENDENT VENTURES OR THE INCOME OR PROFITS DERIVED THEREFROM, NOR SHALL ANY
PARTNER OR GENERAL PARTNER HAVE ANY FIDUCIARY OR OTHER DUTY TO ANY OTHER PARTNER
WITH RESPECT TO THE PARTNERSHIP OR ITS PROPERTIES AS A RESULT OF SUCH OTHER
BUSINESS VENTURES.
14.4
EXCLUSIVITY COVENANT OF INLAND.
INLAND AGREES,
FOR AND ON BEHALF OF ITSELF, AND EACH INLAND AFFILIATE THAT INLAND CONTROLS
(WHICH FOR PURPOSES OF ARTICLE 14 IS REFERRED TO HEREIN COLLECTIVELY AS
"INLAND"), THAT THE PARTNERSHIP WILL BE INLAND'S EXCLUSIVE VEHICLE FOR FUTURE
ACQUISITION OF QUALIFIED PROPERTIES DURING THE INVESTMENT PERIOD, OR, IF
EARLIER, UNTIL THE EARLIEST TO OCCUR OF (A) THE TERMINATION OF THE PARTNERSHIP
PURSUANT TO THE TERMS OF THIS AGREEMENT, (B) INLAND'S CAPITAL COMMITMENTS ARE
FULLY FUNDED BY INLAND OR THE ACQUISITION OF QUALIFIED PROPERTIES PURSUANT TO
BINDING AGREEMENTS WOULD REQUIRE A CAPITAL CONTRIBUTION IN EXCESS OF INLAND'S
CAPITAL COMMITMENT, OR (C) THE OCCURRENCE OF THREE (3) QUALIFIED PROPERTY
REJECTIONS (OTHER THAN WITH RESPECT TO FOUR FLAGGS) DURING ANY TWELVE (12)
CONSECUTIVE MONTH PERIOD (COLLECTIVELY AND AS APPLICABLE, THE "INLAND
RESTRICTION PERIOD").
DURING THE INLAND RESTRICTION PERIOD, WITHOUT PGGM PRE
FUND'S CONSENT, INLAND WILL NOT DIRECTLY OR INDIRECTLY, WHETHER INDIVIDUALLY, OR
AS A SHAREHOLDER, PARTNER, MEMBER, OWNER, MANAGER, GENERAL PARTNER, EMPLOYEE,
AGENT, CONSULTANT OR CREDITOR OF ANY BUSINESS (WHICH INCLUDES OWNING, MANAGING,
OPERATING, CONTROLLING, BEING EMPLOYED BY, ACTING AS A CONSULTANT TO, GIVING
FINANCIAL ASSISTANCE TO, PARTICIPATING IN OR BEING CONNECTED IN ANY MATERIAL WAY
WITH ANY BUSINESS OR PERSON SO ENGAGED) ACQUIRE OR BRING TO THE ATTENTION OF OR
OFFER TO ANY PARTY OTHER THAN THE PARTNERSHIP FOR ACQUISITION OR INVESTMENT A
QUALIFIED PROPERTY WITHIN THE INVESTMENT AREA.
THIS EXCLUSIVITY SHALL NOT APPLY
TO: (I) ANY INLAND JOINT VENTURES OR OTHER INVESTMENTS EXISTING AS OF THE
EFFECTIVE DATE AND SET FORTH ON THE ATTACHED SCHEDULE 14.4 (EACH, AN "EXISTING
INLAND JV"); (II) OPPORTUNITIES PRESENTED TO INLAND BY THIRD PARTIES THAT DO NOT
INCLUDE A QUALIFIED PROPERTY; (III) PROPERTIES THAT DO NOT SATISFY THE
INVESTMENT GUIDELINES; OR (IV) PROPERTIES PRESENTED TO THE PARTNERSHIP FOR
APPROVAL PURSUANT TO SECTION 7.1 FOR WHICH PGGM PRE FUND WITHHOLDS ITS APPROVAL
FOR PURCHASE BY THE PARTNERSHIP.
INLAND FURTHER AGREES TO PROVIDE PGGM PRE FUND
WITH NOTICE OF THE PROPOSED ACQUISITION BY AN EXISTING INLAND JV OF A QUALIFIED
PROPERTY DURING THE INVESTMENT PERIOD.
14.5
EXCLUSIVITY COVENANT OF PGGM.
PGGM PRE FUND
AGREES THAT, DURING THE INVESTMENT PERIOD, OR, IF EARLIER, IN EACH CASE UNTIL
THE EARLIEST TO OCCUR OF (A) THE TERMINATION OF THE PARTNERSHIP PURSUANT TO THE
TERMS OF THIS AGREEMENT, (B) PGGM PRE FUND'S CAPITAL COMMITMENTS ARE FULLY
FUNDED BY PGGM PRE FUND OR THE ACQUISITION OF A QUALIFIED PROPERTY WOULD REQUIRE
A CAPITAL CONTRIBUTION IN EXCESS OF PGGM PRE FUND'S CAPITAL COMMITMENT, OR
(C) PGGM PRE FUND IS NO