THAN THE BUSINESS MANAGER.
IF THE BOARD OF
DIRECTORS DOES NOT WAIVE THE OWNERSHIP RESTRICTIONS, THE COMPANY SHALL PAY ANY
EXCESS FEE IN CASH.
THIS FEE TERMINATES IF THE COMPANY ACQUIRES THE BUSINESS
MANAGER.
(C)
AN INCENTIVE FEE EQUAL TO FIFTEEN PERCENT
(15.0%) OF THE NET SALES PROCEEDS; PROVIDED THAT IN NO EVENT SHALL THE COMPANY
BE OBLIGATED TO PAY AN INCENTIVE FEE UNLESS AND UNTIL ALL OF ITS STOCKHOLDERS
HAVE FIRST RECEIVED A TEN PERCENT (10.0%) CUMULATIVE, NON-COMPOUNDED RETURN ON,
PLUS RETURN OF, THEIR INVESTED CAPITAL.
THIS FEE TERMINATES IF THE COMPANY
ACQUIRES THE BUSINESS MANAGER.
9.
EXPENSES.
(A)
IN ADDITION TO THE COMPENSATION PAID TO THE
BUSINESS MANAGER PURSUANT TO SECTION 8 OR SECTION 10 HEREOF, AND SUBJECT TO THE
LIMITS HEREIN, THE COMPANY SHALL REIMBURSE THE BUSINESS MANAGER, THE SPONSOR AND
ITS AFFILIATES FOR ALL EXPENSES PAID OR INCURRED BY THE BUSINESS MANAGER, THE
SPONSOR OR ITS AFFILIATES TO PROVIDE CERTAIN SERVICES AND LICENSES HEREUNDER,
INCLUDING ALL DIRECT EXPENSES AND THE COSTS OF SALARIES AND BENEFITS OF PERSONS
EMPLOYED BY THE BUSINESS MANAGER, THE SPONSOR AND ITS AFFILIATES AND PERFORMING
SERVICES FOR THE COMPANY.
10
(B)
DIRECT EXPENSES THAT THE COMPANY SHALL
REIMBURSE PURSUANT TO SECTION 9(A) HEREOF INCLUDE, BUT ARE NOT LIMITED TO:
(I)
ANY OFFERING EXPENSES;
(II)
ACQUISITION EXPENSES INCURRED IN
CONNECTION WITH SELECTING AND ACQUIRING REAL ESTATE ASSETS;
(III)
THE ACTUAL COST OF GOODS AND SERVICES
PURCHASED FOR AND USED BY THE COMPANY AND OBTAINED FROM ENTITIES NOT AFFILIATED
WITH THE BUSINESS MANAGER;
(IV)
INTEREST AND OTHER COSTS FOR BORROWED MONEY,
INCLUDING POINTS AND OTHER SIMILAR FEES;
(V)
TAXES AND ASSESSMENTS ON INCOME OR REAL
PROPERTY AND TAXES;
(VI)
PREMIUMS AND OTHER ASSOCIATED FEES FOR
INSURANCE POLICIES INCLUDING DIRECTOR AND OFFICER LIABILITY INSURANCE;
(VII)
EXPENSES OF MANAGING AND OPERATING REAL ESTATE
ASSETS OWNED BY THE COMPANY, WHETHER PAYABLE TO AN AFFILIATE OF THE COMPANY OR A
NON-AFFILIATED PERSON;
(VIII)
ALL FEES AND EXPENSES PAID TO MEMBERS OF THE BOARD
OF DIRECTORS AND THE FEES AND COSTS OF ANY MEETINGS OF THE BOARD OF DIRECTORS OR
STOCKHOLDERS;
(IX)
EXPENSES ASSOCIATED WITH LISTING OR WITH
ISSUING SHARES AND SECURITIES, INCLUDING SELLING COMMISSIONS, ADVERTISING
EXPENSES, TAXES, LEGAL AND ACCOUNTING FEES, LISTING AND REGISTRATION FEES AND
OTHER ORGANIZATION EXPENSES AND OFFERING EXPENSES EXCEPT FOR SELLING COMMISSIONS
OR OTHER FEES AND EXPENSES PAID BY THE DEALER MANAGER TO ANY SOLICITING DEALER
(AS THOSE TERMS ARE DEFINED IN THE DEALER MANAGER AGREEMENT) PURSUANT TO THAT
CERTAIN DEALER MANAGER AGREEMENT DATED AUGUST 31, 2005 BY AND BETWEEN THE
COMPANY AND INLAND SECURITIES CORPORATION;
(X)
EXPENSES ASSOCIATED WITH DIVIDENDS OR
DISTRIBUTIONS PAID IN CASH OR OTHERWISE MADE OR CAUSED TO BE MADE BY THE COMPANY
TO STOCKHOLDERS;
(XI)
EXPENSES OF ORGANIZING THE COMPANY AND
FILING, REVISING, AMENDING, CONVERTING OR MODIFYING THE ARTICLES OF
INCORPORATION OR THE BYLAWS;
(XII)
ALL EXPENSES ASSOCIATED WITH STOCKHOLDER
COMMUNICATIONS INCLUDING THE COST OF PREPARING, PRINTING AND MAILING ANNUAL
REPORTS, PROXY STATEMENTS AND OTHER REPORTS REQUIRED BY GOVERNMENTAL ENTITIES;
(XIII)
ADMINISTRATIVE SERVICE EXPENSES INCLUDING
PERSONNEL COSTS; PROVIDED,