INTERESTS IN THE PROPERTY OR ANY PART
THEREOF, (II) PERMIT ANY OWNER, DIRECTLY OR INDIRECTLY, OF AN OWNERSHIP INTEREST
IN THE 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 LOAN
AGREEMENT), (IV) MORTGAGE, HYPOTHECATE OR OTHERWISE ENCUMBER OR GRANT A SECURITY
INTEREST IN THE PROPERTY OR ANY PART THEREOF, (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
43
OF AN INTEREST IN BORROWER TO DO THE SAME, OR (VI) FILE A DECLARATION OF
CONDOMINIUM WITH RESPECT TO THE 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)
A 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 ANY OF THE FOLLOWING ENTITIES:
INLAND RETAIL REAL
ESTATE TRUST, INC., A MARYLAND CORPORATION, INLAND REAL ESTATE CORPORATION, A
MARYLAND CORPORATION, INLAND REAL ESTATE INVESTMENT CORPORATION, A DELAWARE
CORPORATION, INLAND WESTERN 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;
PROVIDED, HOWEVER, (I) LENDER SHALL RECEIVE NOT LESS THAN THIRTY (30) DAYS PRIOR
WRITTEN NOTICE OF ANY SUCH PROPOSED MERGER, (II) THE NET WORTH OF THE ENTITY
SURVIVING SUCH MERGER SHALL EQUAL OR EXCEED THE NET WORTH OF THE INLAND AMERICAN
REAL ESTATE TRUST, INC. IMMEDIATELY PRIOR TO SUCH MERGER, AND (III) IMMEDIATELY
FOLLOWING SUCH MERGER, THE ENTITY SURVIVING THE MERGER SHALL BE PUBLICLY TRADED.
(A)
LENDER SHALL NOT WITHHOLD ITS CONSENT TO A TRANSFER OF THE
PROPERTY, PROVIDED THAT THE FOLLOWING CONDITIONS ARE SATISFIED:
(1)
THE TRANSFEREE OF THE PROPERTY SHALL BE A
SPECIAL PURPOSE ENTITY (THE "TRANSFEREE") WHICH AT THE TIME OF SUCH TRANSFER
WILL BE IN COMPLIANCE WITH THE COVENANTS CONTAINED IN SECTION 5.1.1 AND THE
REPRESENTATIONS CONTAINED IN SECTION 4.1.30 HEREOF AND WHICH SHALL HAVE ASSUMED
IN WRITING (SUBJECT TO THE TERMS OF SECTION 9.4 HEREOF) AND AGREED TO COMPLY
WITH ALL THE TERMS, COVENANTS AND CONDITIONS SET FORTH IN THIS LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS, EXPRESSLY INCLUDING THE COVENANTS CONTAINED IN
SECTION 5.1.1 AND THE REPRESENTATIONS CONTAINED IN 4.1.30 HEREOF;
(2)
IF REQUESTED BY LENDER, BORROWER SHALL
DELIVER CONFIRMATION IN WRITING FROM THE RATING AGENCIES THAT SUCH PROPOSED
TRANSFER WILL NOT CAUSE A DOWNGRADING, WITHDRAWAL OR QUALIFICATION OF THE THEN
CURRENT RATING OF ANY SECURITIES ISSUED PURSUANT TO SUCH SECURITIZATION;
(3)
IF MANAGER DOES NOT ACT AS MANAGER OF THE
TRANSFERRED PROPERTY THEN THE MANAGER OF THE PROPERTY MUST BE