THE PARTY EXCEEDING THE LIMIT; AND
(F)
REAL PROPERTY AND OTHER TRANSFER TAXES.
ALL REAL PROPERTY AND
OTHER TRANSFER TAXES AND COSTS CONNECTED WITH THE INLAND INITIAL CAPITAL
CONTRIBUTION SHALL BE PARTNERSHIP EXPENSES, BUT SHALL NOT BE SUBJECT TO THE
$675,000 OVERALL LIMIT SET FORTH IN
SECTION 6.6(A), OR TO INDIVIDUAL LIMITED PARTNER LIMITS SET FORTH IN
SECTIONS 6.6(B), (C) AND (D), ABOVE.
6.7
NO OTHER COMMITMENTS.
EXCEPT AS SET FORTH HEREIN OR AS REQUIRED
BY THE ACT, NO PARTNER SHALL BE ASSESSED FOR, OR SHALL HAVE THE RIGHT TO MAKE,
ADDITIONAL CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP.
ARTICLE 7
ADDITIONAL PROPERTIES TO BE ACQUIRED; OPERATION OF THE PARTNERSHIP
7.1
ADDITIONAL PROPERTIES TO BE ACQUIRED.
(A)
ACQUISITION OF ADDITIONAL PROPERTIES.
DURING THE INVESTMENT
PERIOD, THE PARTNERSHIP SHALL SEEK TO ACQUIRE ADDITIONAL PROPERTIES FROM
NON-AFFILIATE THIRD PARTIES.
THE PARTNERSHIP MAY CONSIDER FOR ACQUISITION
PROPERTIES THAT MEET THE INVESTMENT GUIDELINES IN THE INVESTMENT AREA (EACH, A
"QUALIFIED PROPERTY") AND PROPERTIES THAT ARE NOT QUALIFIED PROPERTIES (EACH, A
"NON-QUALIFIED PROPERTY").
TITLE TO ANY ADDITIONAL PROPERTY ACQUIRED BY THE
PARTNERSHIP (EACH, IF ACQUIRED BY THE PARTNERSHIP, AN "ADDITIONAL PROPERTY")
SHALL BE HELD AS DESCRIBED IN SECTION 7.1(F).
PROVIDED THAT THE EXCLUSIVE
ACQUISITION RIGHT DESCRIBED IN SECTION 7.1(B) HAS NOT TERMINATED AS PROVIDED
THEREIN, INLAND WILL USE COMMERCIALLY REASONABLE EFFORTS TO IDENTIFY QUALIFIED
PROPERTIES, AND MAY, IN ITS SOLE DISCRETION, PROPOSE THE ACQUISITION OF A
NON-QUALIFIED PROPERTY.
(B)
EXCLUSIVE ACQUISITION RIGHT.
THE PARTNERSHIP, AND NOT THE
PARTNERS ACTING ON THEIR OWN BEHALF, SHALL HAVE THE EXCLUSIVE RIGHT (THE
"EXCLUSIVE ACQUISITION RIGHT") TO ACQUIRE ANY QUALIFIED PROPERTY IDENTIFIED BY
INLAND OR THE GENERAL PARTNER; PROVIDED HOWEVER THAT SUCH EXCLUSIVE ACQUISITION
RIGHT SHALL TERMINATE AND THEREAFTER INLAND SHALL NOT BE REQUIRED TO PRESENT ANY
PROPERTY (EITHER QUALIFIED OR NON-QUALIFIED) FOR POTENTIAL ACQUISITION BY THE
PARTNERSHIP IF ON THREE (3) OCCASIONS DURING ANY TWELVE (12) CONSECUTIVE MONTH
PERIOD ANY OF THE FOLLOWING OCCURS (EACH A "QUALIFIED PROPERTY REJECTION"):
(I)
PGGM PRE FUND CHOOSES NOT TO CONSENT TO THE ACQUISITION OF A
QUALIFIED PROPERTY DURING THE INITIAL APPROVAL PERIOD FOLLOWING THE DELIVERY OF
AN INITIAL NOTICE (AS DEFINED IN SECTION 7.1(C)(II), BELOW);
(II)
EXCEPT AS PROVIDED IN SECTION 7.1(C)(IV) OR 7.1(E), PGGM PRE FUND
WITHDRAWS ITS CONSENT TO THE ACQUISITION OF A PROPERTY AFTER HAVING GIVEN ITS
INITIAL APPROVAL FOLLOWING THE DELIVERY OF AN INITIAL NOTICE; OR
(III)
PGGM PRE FUND'S REFUSAL TO CONSENT TO THE ACQUISITION OF A
PROPERTY AFTER (A) THE SUBMISSION OF A DISAGREEMENT RELATING TO SUCH PROPERTY
UNDER CLAUSE (B) OR (C) OF THE DEFINITION OF "DISAGREEMENT" TO AN ARBITRATOR,
AND (B) THE ARBITRATOR'S DETERMINATION THAT THE PROPERTY MEETS, OR CONTINUES TO
MEET THE
INVESTMENT GUIDELINES, OR THAT A MATERIAL ADVERSE EFFECT OR MATERIAL CHANGE DOES
NOT EXIST, AS THE CASE MAY BE.
UPON THE TERMINATION OF THE EXCLUSIVE ACQUISITION RIGHT, INLAND AND THE GENERAL
PARTNER SHALL NO LONGER BE REQUIRED TO PROPOSE QUALIFIED PROPERTIES TO THE
PARTNERSHIP FOR ACQUISITION.
(C)
APPROVAL PROCESS.
(I)
INITIAL IDENTIFICATION.
UPON INLAND'S OR THE GENERAL PARTNER'S
IDENTIFICATION OF