TO SECTION 6.3(D) OR ITS CASH
CONTRIBUTION OBLIGATIONS PURSUANT TO SECTION 13.4):
(A)
IN THE EVENT OF A CAPITAL EVENT, THE PIC FUNDS SHALL BE USED TO
FUND THE DISTRIBUTION TO INLAND PURSUANT TO SECTION 8.5(B)(I) AND SHALL BE
DEEMED TO BE NET EXTRAORDINARY CASH FLOW FOR PURPOSES OF SECTION 8.5(B) WHEN SO
APPLIED; AND
(B)
ALL PIC FUNDS REMAINING UPON THE EARLIER TO OCCUR OF (I) THE
TERMINATION OF THE INVESTMENT PERIOD OR (II) THE LIQUIDATION OF THE PARTNERSHIP
SHALL BE DISTRIBUTED TO INLAND; PROVIDED, HOWEVER, THAT IF THERE ARE PIC FUNDS
REMAINING UPON THE LIQUIDATION OF THE PARTNERSHIP AND INLAND REQUESTS, PURSUANT
TO SECTION 13.4, AN IN KIND DISTRIBUTION FROM THE PARTNERSHIP HAVING AN
AGGREGATE FAIR MARKET VALUE GREATER THAN INLAND'S PRO RATA SHARE (BASED ON THE
RESPECTIVE PERCENTAGE INTERESTS OF INLAND AND PGGM PRE FUND) OF THE FAIR MARKET
VALUE OF THE PARTNERSHIP'S NON-PIC FUND ASSETS, THE REMAINING PIC FUNDS SHALL
FIRST BE APPLIED TO SATISFY INLAND'S OBLIGATION UNDER SECTION 13.4 TO CONTRIBUTE
TO THE PARTNERSHIP SUCH EXCESS AMOUNT IN CASH AND THE REMAINING PIC FUNDS, IF
ANY, SHALL THEN BE DISTRIBUTED PURSUANT TO THIS SECTION 8.4(B); AND, PROVIDED,
FURTHER, THAT IF THE REMAINING PIC FUNDS ARE INSUFFICIENT TO FULLY SATISFY
INLAND'S OBLIGATION UNDER SECTION 13.4 TO CONTRIBUTE SUCH EXCESS AMOUNT, INLAND
SHALL CONTRIBUTE ADDITIONAL CASH TO THE PARTNERSHIP SO THAT INLAND'S OBLIGATION
UNDER SECTION 13.4 TO CONTRIBUTE CASH TO THE PARTNERSHIP IS SATISFIED IN FULL.
8.5
DISTRIBUTIONS OF CASH FLOW.
(A)
DISTRIBUTION OF NET ORDINARY CASH FLOW.
NET ORDINARY CASH FLOW
SHALL BE DISTRIBUTED ON A MONTHLY BASIS WITHIN FIFTEEN (15) DAYS AFTER THE END
OF THE MONTH FOR WHICH SUCH NET ORDINARY CASH FLOW IS BEING DETERMINED.
NET
ORDINARY CASH FLOW SHALL BE DISTRIBUTED TO THE PARTNERS ACCORDING TO THEIR
PERCENTAGE INTERESTS; PROVIDED, HOWEVER, THAT ALL INTEREST DERIVED FROM THE
TEMPORARY INVESTMENT OF THE PIC FUNDS IN INTEREST BEARING INSTRUMENTS PENDING
THEIR APPLICATION OR DISTRIBUTION SHALL BE DISTRIBUTED 95% TO INLAND AND 5% TO
PGGM PRE FUND AT THE SAME TIME AS THE PARTNERSHIP MAKES DISTRIBUTIONS OF NET
ORDINARY CASH FLOW.
FOR THE AVOIDANCE OF DOUBT, THE PIC FUNDS DO NOT CONSTITUTE
NET ORDINARY CASH FLOW AND SHALL BE APPLIED OR DISTRIBUTED, AS APPLICABLE, IN
ACCORDANCE WITH SECTIONS 6.3(D) AND 8.4.
(B)
DISTRIBUTION OF NET EXTRAORDINARY CASH FLOW.
NET EXTRAORDINARY
CASH FLOW SHALL BE DISTRIBUTED WITHIN TEN (10) DAYS OF THE CAPITAL EVENT FROM
WHICH THE NET EXTRAORDINARY CASH FLOW IS DERIVED (I) FIRST, TO INLAND AN AMOUNT
EQUAL TO THE BALANCE OF THE PIC FUNDS; (II) SECOND, THE BALANCE TO AND AMONG THE
PARTNERS PRO RATA ACCORDING TO THEIR PERCENTAGE INTERESTS.
(C)
REPAYMENT OF LOANS.
PRIOR TO THE DISTRIBUTION BY THE GENERAL
PARTNER OF ANY NET ORDINARY CASH FLOW OR NET EXTRAORDINARY CASH FLOW TO THE
PARTNERS, THE GENERAL PARTNER SHALL CAUSE THE ENTIRE OUTSTANDING PRINCIPAL
AMOUNT AND ANY ACCRUED AND UNPAID INTEREST ON ANY PARTNERSHIP LOAN MADE BY
LIMITED PARTNERS TO THE PARTNERSHIP TO BE REPAID IN FULL FROM THE DISTRIBUTIVE
SHARE