REAL ESTATE TAXES, PROPERTY LIABILITY AND OTHER INSURANCE, DAMAGES
AND REPAIRS, COMMON AREA MAINTENANCE, TAX REDUCTION FEES AND ALL OTHER TENANT
REIMBURSEMENTS, ADMINISTRATIVE CHARGES, PROCEEDS OF RENTAL INTERRUPTION
INSURANCE, PARKING FEES, INCOME FROM COIN OPERATED MACHINES AND OTHER
MISCELLANEOUS INCOME, COLLECTED BY, PAID TO, OR OTHERWISE DUE AND OWING, THE
MANAGEMENT COMPANY IN A GIVEN MONTH WITH RESPECT TO THE PROPERTY.
IN NO EVENT
SHALL THE PROPERTY MANAGER RECEIVE BOTH AN OVERSIGHT FEE AND A MANAGEMENT FEE
PURSUANT TO A MANAGEMENT AGREEMENT FOR THE SAME PROPERTY.
FURTHER, IN NO EVENT
SHALL THE AGGREGATE AMOUNT OF THE MANAGEMENT FEE PAID TO ENTITIES OTHER THAN THE
PROPERTY MANAGER, ITS AFFILIATES OR AGENTS PLUS THE OVERSIGHT FEE PAID TO THE
PROPERTY MANAGER EXCEED FOUR AND ONE-HALF PERCENT (4.5%) OF THE "GROSS INCOME"
OF A PARTICULAR PROPERTY.
IN NO EVENT SHALL AN OVERSIGHT FEE FOR ANY PROPERTY
BE PAID TO THE PROPERTY MANAGER FOR MORE THAN THREE YEARS FOLLOWING THE DATE
THAT THE PROPERTY OR THE REAL ESTATE OPERATING COMPANY (AS DEFINED BELOW), AS
THE CASE MAY BE, WAS ACQUIRED BY THE COMPANY OR ANY OF ITS AFFILIATES.
FOR
PURPOSES OF THIS AGREEMENT, THE TERM "REAL ESTATE OPERATING COMPANY" MEANS
(I) ANY ENTITY THAT HAS EQUITY SECURITIES REGISTERED UNDER SECTION 12(B) OR
12(G) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT");
(II) ANY ENTITY THAT FILES PERIODIC REPORTS UNDER SECTIONS 13 OR 15(D) OF THE
EXCHANGE ACT; OR (III) ANY ENTITY THAT, EITHER ITSELF OR THROUGH ITS
SUBSIDIARIES:
(1)
OWNS AND OPERATES INTERESTS IN REAL ESTATE ON A GOING CONCERN
BASIS RATHER THAN AS A CONDUIT VEHICLE FOR INVESTORS TO PARTICIPATE IN THE
OWNERSHIP OF ASSETS FOR A LIMITED PERIOD OF TIME;
(2)
HAS A POLICY OR PURPOSE OF REINVESTING SALE, FINANCING OR
REFINANCING PROCEEDS OR CASH FROM OPERATIONS;
(3)
HAS ITS OWN DIRECTORS, MANAGERS OR MANAGING GENERAL PARTNERS, AS
APPLICABLE; AND
(4)
EITHER: (A) HAS ITS OWN OFFICERS AND EMPLOYEES THAT, ON A DAILY
BASIS, ACTIVELY OPERATE THE ENTITY AND ITS SUBSIDIARIES AND BUSINESSES; OR
(B) HAS RETAINED THE SERVICES OF AN AFFILIATE OR SPONSOR OF, OR ADVISOR TO, THE
ENTITY TO, ON A DAILY BASIS, ACTIVELY OPERATE THE ENTITY AND ITS SUBSIDIARIES
AND BUSINESSES.
3.
BUSINESS COMBINATION:
(A)
BUSINESS COMBINATIONS.
THE COMPANY SHALL CONSIDER BECOMING A
SELF-ADMINISTERED REIT ONCE THE COMPANY'S ASSETS AND INCOME ARE, IN THE VIEW OF
THE BOARD OF DIRECTORS, OF SUFFICIENT SIZE SUCH THAT INTERNALIZING THE
MANAGEMENT FUNCTIONS PERFORMED BY THE COMPANY'S BUSINESS MANAGER, INLAND
AMERICAN BUSINESS MANAGER & ADVISOR, INC. (THE "BUSINESS MANAGER"), AND ITS
PROPERTY MANAGERS, INCLUDING THE PROPERTY MANAGER, IS IN THE BEST INTERESTS OF
THE STOCKHOLDERS.
2
IF THE BOARD OF DIRECTORS SHOULD MAKE THIS DETERMINATION IN THE FUTURE, THE
COMPANY SHALL PAY ONE-HALF OF THE COSTS, AND THE BUSINESS MANAGER AND THE
PROPERTY MANAGERS SHALL PAY THE OTHER HALF, OF AN INVESTMENT BANKING FIRM.
THIS
FIRM SHALL JOINTLY ADVISE THE COMPANY AND THE SPONSOR ON THE VALUE OF THE
BUSINESS MANAGER AND THE PROPERTY MANAGERS.
AFTER THE INVESTMENT