SEND A COMPANY NOTICE OR A
PROPERTY TERMINATION NOTICE.
THE COMPANY'S ELECTION, WHETHER IN RESPONSE TO, OR AT ANY TIME AFTER, ITS
RECEIPT OF AN ACQUISITION NOTICE, NOT TO PURSUE THE ACQUISITION OF A PARTICULAR
REAL ESTATE ASSET SHALL NOT AFFECT OR IMPAIR ANY OF THE COMPANY'S RIGHTS SET
FORTH IN THIS AGREEMENT WITH RESPECT TO ANY OTHER REAL ESTATE ASSET.
FOR THE PURPOSES HEREOF, THE TERM "RIGHT OF FIRST REFUSAL TERMINATION EVENT"
MEANS THE FIRST TO OCCUR OF: (I) THE COMPANY'S FAILURE TO DELIVER TO
ACQUISITIONS A COMPANY NOTICE WITH RESPECT TO THE SUBJECT REAL ESTATE ASSET
PRIOR TO THE EXPIRATION OF THE NOTICE PERIOD; (II) DELIVERY BY THE COMPANY OF A
COMPANY NOTICE WITH RESPECT TO THE SUBJECT REAL ESTATE ASSET; AND (III) FAILURE
OF THE COMPANY TO DILIGENTLY PURSUE ACQUISITION OF THE SUBJECT REAL ESTATE ASSET
OR DELIVERY BY THE COMPANY OF A PROPERTY TERMINATION NOTICE.
6.
ACQUISITION AGREEMENTS.
ACQUISITIONS
MAY, FROM TIME TO TIME, ENTER INTO A LETTER OF INTENT OR OTHER ACQUISITION
AGREEMENT WITH RESPECT TO A SUBJECT REAL ESTATE ASSET IN ITS OWN NAME TO
FACILITATE, AMONG OTHER THINGS, THE OFFER TO, AND POSSIBLE PURCHASE BY, THE
COMPANY OF THE SUBJECT REAL ESTATE ASSET.
IN ANY SUCH CASE, IF THE COMPANY
EXERCISES ITS RIGHT OF FIRST REFUSAL WITH RESPECT TO, AND ELECTS TO PURSUE THE
ACQUISITION OF, THE SUBJECT REAL ESTATE ASSET, AND THE COMPANY IS WILLING TO
ENTER INTO AN AGREEMENT TO ACQUIRE THE SUBJECT REAL ESTATE ASSET, THEN UPON THE
COMPANY'S REQUEST ACQUISITIONS SHALL ASSIGN THE LETTER OF INTENT OR OTHER
ACQUISITION AGREEMENT TO THE COMPANY OR ITS DESIGNEE.
7.
REIMBURSEMENTS.
SECTION 9(B)(II) OF
THE BUSINESS MANAGEMENT AGREEMENT SHALL BE, AND HEREBY IS, INCORPORATED INTO
THIS AGREEMENT BY REFERENCE WITH THE SAME FORCE AND EFFECT AS IF SET FORTH
HEREIN.
NOTWITHSTANDING THE EARLIER TERMINATION, IF ANY, OF THE BUSINESS
MANAGEMENT AGREEMENT, THE COMPANY HEREBY AGREES TO REIMBURSE ACQUISITIONS IN
ACCORDANCE WITH SECTION 9 OF THE BUSINESS MANAGEMENT AGREEMENT IN THE MANNER
SPECIFIED THEREUNDER.
THE PARTIES AGREE THAT THERE SHALL BE NO DUPLICATION OF
PAYMENT FOR ANY SERVICES RENDERED WITH RESPECT
3
TO ANY SUBJECT REAL ESTATE ASSET UNDER THIS AGREEMENT AND THE BUSINESS
MANAGEMENT AGREEMENT.
8.
NO PARTNERSHIP OR JOINT VENTURE.
THE
PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS.
NOTHING IN THIS
AGREEMENT IS INTENDED OR SHALL BE DEEMED TO CONSTITUTE A PARTNERSHIP, AGENCY,
FRANCHISE OR JOINT VENTURE RELATIONSHIP BETWEEN THE PARTIES.
9.
TERM.
THIS TERM OF THIS AGREEMENT
SHALL COMMENCE ON THE DATE HEREOF AND SHALL CONTINUE UNTIL THE DATE THAT NONE OF
THE DIRECTORS AFFILIATED WITH THE INLAND GROUP, INC., ACQUISITIONS, THE BUSINESS
MANAGER OR THEIR AFFILIATES ARE THEN SERVING AS OFFICERS AND DIRECTORS OF THE
COMPANY.
10.
ASSIGNMENTS.
THIS AGREEMENT MAY NOT BE
ASSIGNED EXCEPT WITH THE WRITTEN CONSENT OF EACH PARTY HERETO, EXCEPT IN THE
CASE OF ASSIGNMENT BY A PARTY TO A CORPORATION, TRUST OR OTHER ORGANIZATION
WHICH IS A SUCCESSOR TO SUCH PARTY.
ANY ASSIGNMENT OF THIS AGREEMENT SHALL BIND
THE ASSIGNEE HEREUNDER IN THE