LIMITED
PARTNERS ARE UNABLE TO AGREE AS TO WHETHER A PROPERTY (OTHER THAN TO A
NON-QUALIFYING PROPERTY THAT IS THE SUBJECT OF AN INITIAL APPROVAL) NO LONGER
MEETS THE
INVESTMENT GUIDELINES, THEY MAY ARBITRATE SUCH DISAGREEMENT PURSUANT TO THE
TERMS OF SECTION 10.9.
(F)
TITLE TO PROPERTIES.
TITLE TO EACH OF THE ADDITIONAL PROPERTIES
ACQUIRED BY THE PARTNERSHIP SHALL BE HELD IN A SEPARATE PROPERTY ENTITY THAT IS
DISREGARDED AS SEPARATE FROM ITS OWNER FOR FEDERAL INCOME TAX PURPOSES, AND ONE
HUNDRED PERCENT (100%) OF THE EQUITY OWNERSHIP INTERESTS OF ALL PROPERTY
ENTITIES OWNING ADDITIONAL PROPERTIES WILL BE HELD BY THE ADDITIONAL PROPERTIES
REIT ENTITY.
THE PARTNERSHIP SHALL BE THE OWNER OF ALL OF THE OUTSTANDING
EQUITY INTERESTS IN THE ADDITIONAL PROPERTIES REIT ENTITY OTHER THAN THE REIT
COMPLIANCE INTERESTS IN THE ADDITIONAL PROPERTIES REIT ENTITY.
EXCEPT TO THE
EXTENT THAT THE HOLDER OF ANY FINANCINGS (AS DEFINED HEREIN) MAY REQUIRE THAT
SAID PROPERTY ENTITY OR ADDITIONAL PROPERTIES REIT ENTITY ALSO HAVE AN
INDEPENDENT MANAGER FOR THE PURPOSE OF PROVIDING THE LENDER WITH BANKRUPTCY
PROTECTION, INLAND OR AN INLAND AFFILIATE WILL BE THE MANAGER OF EACH PROPERTY
ENTITY AND THE ADDITIONAL PROPERTIES REIT ENTITY.
ALL CASH FLOW DISTRIBUTIONS
FROM THE ADDITIONAL PROPERTIES REIT ENTITY TO THE PARTNERSHIP SHALL BE
CHARACTERIZED AS NET ORDINARY CASH FLOW OR NET EXTRAORDINARY CASH FLOW OF THE
PARTNERSHIP IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND SHALL RETAIN SUCH
CHARACTERIZATION FOR ALL PURPOSES HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
DISTRIBUTIONS TO PARTNERS.
(G)
NO WARRANTY OR GUARANTY.
NEITHER INLAND OR THE GENERAL PARTNER
MAKE, OR SHALL BE DEEMED TO MAKE, ANY REPRESENTATION, WARRANTY, COVENANT OR
GUARANTY HEREUNDER REGARDING THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THAT
(I) ANY OR ALL OF THE PROPERTIES PRESENTED FOR APPROVAL HEREUNDER SATISFIES THE
INVESTMENT GUIDELINES; OR (II) THAT ANY OR ALL OF THE PROPERTIES WHICH MAY
HEREAFTER BE ACQUIRED BY THE PARTNERSHIP WILL CONTINUE TO SATISFY THE INVESTMENT
GUIDELINES OR WILL GENERATE, INDIVIDUALLY, OR IN THE AGGREGATE, ANY LEVEL OF
RETURN. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS SECTION SHALL NOT
BE DEEMED TO EXCULPATE INLAND OR THE GENERAL PARTNER WITH RESPECT TO ANY OTHER
BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT.
(H)
INLAND ACQUISITION FEE.
INLAND SHALL BE PAID AN ACQUISITION FEE
(THE "ACQUISITION FEE") EQUAL TO TWENTY-FIVE (25) BASIS POINTS MULTIPLIED BY THE
EQUITY PORTION OF THE PURCHASE PRICE OF THE ADDITIONAL PROPERTY, TO BE PAID AT
CLOSING OF THE PURCHASE OF EACH ADDITIONAL PROPERTY.
(I)
END OF THE INVESTMENT PERIOD.
AT THE END OF THE INVESTMENT
PERIOD, THE PARTNERSHIP SHALL CEASE TO ACQUIRE ADDITIONAL PROPERTIES, PROVIDED
THAT IT SHALL COMPLETE ANY TRANSACTIONS TO ACQUIRE ADDITIONAL PROPERTIES FOR
WHICH IT HAS BECOME CONTRACTUALLY BOUND DURING THE INVESTMENT PERIOD.
(J)
DEFINITIVE PURCHASE AGREEMENT.
EACH ADDITIONAL PROPERTY SHALL BE
CONVEYED TO THE PROPERTY ENTITY DESCRIBED IN SECTION 7.1(F) PURSUANT TO A
DEFINITIVE PURCHASE AGREEMENT CONTAINING STANDARD AND CUSTOMARY TERMS AND
PROVISIONS, REPRESENTATIONS, WARRANTIES, INDEMNITIES, AND CLOSING CONDITIONS;
PROVIDED HOWEVER, THAT IF SUCH ADDITIONAL PROPERTY IS TO BE ACQUIRED