A STATUTORY OR ADMINISTRATIVE CLASS EXEMPTION)
PROHIBITED TRANSACTION UNDER ERISA.
(B)
BORROWER FURTHER COVENANTS AND AGREES TO DELIVER TO LENDER SUCH
CERTIFICATIONS OR OTHER EVIDENCE FROM TIME TO TIME THROUGHOUT THE TERM OF THE
LOAN, AS REQUESTED BY LENDER IN ITS SOLE DISCRETION, THAT (A) NO BORROWER IS AND
DOES MAINTAIN AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF ERISA,
WHICH IS SUBJECT TO TITLE I OF ERISA, OR A "GOVERNMENTAL PLAN" WITHIN THE
MEANING OF SECTION 3(3) OF ERISA; (B) NO BORROWER IS SUBJECT TO STATE STATUTES
REGULATING INVESTMENTS AND FIDUCIARY OBLIGATIONS WITH RESPECT TO GOVERNMENTAL
PLANS; AND (C) ONE OR MORE OF THE FOLLOWING CIRCUMSTANCES IS TRUE:
(I)
EQUITY INTERESTS IN BORROWER ARE PUBLICLY OFFERED SECURITIES,
WITHIN THE MEANING OF 29 C.F.R. §2510.3-101(B)(2);
(II)
LESS THAN TWENTY-FIVE PERCENT (25%) OF EACH OUTSTANDING CLASS OF
EQUITY INTERESTS IN BORROWER ARE HELD BY "BENEFIT PLAN INVESTORS" WITHIN THE
MEANING OF 29 C.F.R. §2510.3-101(F)(2); OR
(III)
BORROWER QUALIFIES AS AN "OPERATING COMPANY" OR A "REAL ESTATE
OPERATING COMPANY" WITHIN THE MEANING OF 29 C.F.R. §2510.3-101(C) OR (E).
5.2.13
TRANSFERS.
(A)
UNLESS SUCH ACTION IS PERMITTED BY THE PROVISIONS OF THIS
SECTION 5.2.13, BORROWER AGREES THAT IT WILL NOT (I) SELL, ASSIGN, CONVEY,
TRANSFER OR OTHERWISE DISPOSE OF ITS INTERESTS IN ANY INDIVIDUAL PROPERTY OR ANY
PART THEREOF, (II) PERMIT ANY OWNER, DIRECTLY OR INDIRECTLY, OF AN OWNERSHIP
INTEREST OR LEASEHOLD INTEREST IN ANY INDIVIDUAL PROPERTY, TO TRANSFER SUCH
INTEREST, WHETHER BY TRANSFER OF STOCK OR OTHER INTEREST IN BORROWER OR ANY
ENTITY, OR OTHERWISE, (III) INCUR INDEBTEDNESS (OTHER THAN THE INDEBTEDNESS
PERMITTED PURSUANT TO THE TERMS OF THIS AGREEMENT), (IV) MORTGAGE, HYPOTHECATE
OR OTHERWISE ENCUMBER OR GRANT A SECURITY INTEREST IN ANY INDIVIDUAL PROPERTY OR
ANY PART THEREOF OR ANY LEASEHOLD INTEREST THEREIN, (V) SELL, ASSIGN, CONVEY,
TRANSFER, MORTGAGE, ENCUMBER, GRANT A SECURITY INTEREST IN, OR OTHERWISE DISPOSE
OF ANY DIRECT OR INDIRECT OWNERSHIP INTEREST IN BORROWER, OR PERMIT ANY OWNER OF
AN INTEREST IN BORROWER TO DO THE SAME, OR (VI) FILE A DECLARATION OF
CONDOMINIUM WITH RESPECT TO AN INDIVIDUAL PROPERTY (ANY OF THE FOREGOING
TRANSACTIONS, A "TRANSFER"). FOR PURPOSES HEREOF, A "TRANSFER" SHALL NOT INCLUDE
(A) ANY ISSUANCE, SALE OR TRANSFER OF INTERESTS IN INLAND AMERICAN REAL ESTATE
TRUST, INC. OR ANY SUCCESSOR ENTITY RESULTING FROM ANY MERGER PERMITTED
HEREUNDER, (B) TRANSFER BY DEVISE OR DESCENT OR BY OPERATION OF LAW UPON THE
DEATH OF A MEMBER OR PARTNER OF BORROWER, OR (C) THE MERGER OF THE INLAND
AMERICAN REAL ESTATE TRUST, INC. WITH (1) ANY OF THE FOLLOWING ENTITIES: INLAND
REAL ESTATE INVESTMENT CORPORATION, A DELAWARE CORPORATION, INLAND WESTERN
RETAIL REAL ESTATE TRUST, INC., A MARYLAND CORPORATION, ANY OTHER REAL ESTATE
INVESTMENT TRUST SPONSORED BY INLAND REAL ESTATE INVESTMENT CORPORATION, OR ANY
OTHER ENTITY COMPOSED ENTIRELY OF ANY OF THE FOREGOING, OR (2) ANY OTHER REAL
ESTATE INVESTMENT TRUST THAT IS PUBLICLY REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION; PROVIDED, HOWEVER, (I) LENDER SHALL RECEIVE NOT LESS THAN
THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF