8.4 AND 8.5, AND (C) PURSUANT TO THE INDEMNITY PROVISIONS
IN SECTION 9.7.
12.2
PRIORITIES.
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT TO THE CONTRARY, NO PARTNERS SHALL HAVE A PRIORITY RIGHT AS TO
WITHDRAWALS, DISTRIBUTIONS OR THE RETURN OF CONTRIBUTIONS.
12.3
INTEREST ON CAPITAL CONTRIBUTIONS.
OTHER THAN
INTEREST WHICH MAY ACCRUE ON PIC FUNDS AS INVESTED (WHICH, PURSUANT TO
SECTION 8.5 IS CONSIDERED NET ORDINARY CASH FLOW AND NOT INTEREST ON A CAPITAL
CONTRIBUTION), AND UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, NO INTEREST
SHALL BE ALLOWED TO ANY PARTNER UPON THE AMOUNT OF ITS CAPITAL CONTRIBUTIONS OR
CAPITAL ACCOUNT.
ARTICLE 13
DISSOLUTION
13.1
LIQUIDATION PROCEDURES.
UPON DISSOLUTION OF THE
PARTNERSHIP PURSUANT TO SECTION 5.5, THE AFFAIRS OF THE PARTNERSHIP SHALL BE
WOUND UP AND ITS ASSETS SHALL BE LIQUIDATED AND DISTRIBUTED IN ACCORDANCE WITH
THIS AGREEMENT AND THE ACT.
13.2
LIQUIDATING TRUSTEE.
UPON THE DISSOLUTION OF THE
PARTNERSHIP BUSINESS FOR ANY REASON, THE GENERAL PARTNER SHALL ACT AS
"LIQUIDATING TRUSTEE" OR SHALL ELECT A LIQUIDATING TRUSTEE WHO SHALL WIND UP THE
AFFAIRS OF THE PARTNERSHIP IN ACCORDANCE WITH THIS AGREEMENT AND THE ACT.
IF
THE GENERAL PARTNER HAS BEEN REMOVED, HAS WITHDRAWN OR IS UNWILLING OR UNABLE TO
ACT AS OR ELECT A LIQUIDATING TRUSTEE, THE LIMITED PARTNERS SHALL APPOINT A
LIQUIDATING TRUSTEE.
THE LIQUIDATING TRUSTEE SHALL HAVE FULL POWER TO SELL,
ASSIGN AND ENCUMBER PARTNERSHIP ASSETS IN ANY ORDERLY MANNER FOR ALL-CASH IN
TRANSACTIONS WITH PERSONS THAT ARE NOT AFFILIATES OF EITHER PARTNER AND ARE NOT
ACTING AS NOMINEES FOR EITHER PARTNER.
ALL CERTIFICATES OR NOTICES REQUIRED BY
LAW SHALL BE FILED ON BEHALF OF THE PARTNERSHIP BY THE LIQUIDATING TRUSTEE.
13.3
DISTRIBUTION ON WINDING UP.
IN THE EVENT OF THE
WINDING UP OF THE PARTNERSHIP FOR ANY REASON, THE PROCEEDS OF LIQUIDATION SHALL
BE APPLIED BY THE END OF THE FISCAL YEAR IN WHICH THE LIQUIDATION OCCURS OR, IF
LATER, WITHIN NINETY (90) DAYS AFTER THE DATE OF SUCH LIQUIDATION, IN THE
FOLLOWING RANK AND ORDER:
(A)
CREDITORS.
TO THE CREDITORS OF THE
PARTNERSHIP, INCLUDING PARTNERS WHO ARE CREDITORS (INCLUDING UNDER UNPAID
PARTNERSHIP LOANS OR OUTSTANDING INDEMNIFICATION PAYMENTS, IF NOT PROHIBITED BY
THE PARTNERSHIP'S CREDITORS IN THE DOCUMENTS EVIDENCING SUCH CREDITOR
OBLIGATIONS), IN SATISFACTION OF LIABILITIES OF THE PARTNERSHIP, ALL IN THE
ORDER OF PRIORITY AND TO THE EXTENT PROVIDED BY LAW.
(B)
EXPENSES.
TO THE PAYMENT OF COSTS AND
EXPENSES INCURRED IN THE DISSOLUTION AND TERMINATION OF THE PARTNERSHIP.
(C)
PARTNERS.
AMONG THE PARTNERS IN ACCORDANCE
WITH ARTICLE 8.
13.4
DISTRIBUTIONS IN KIND.
IN CONNECTION WITH THE
LIQUIDATION OF THE PARTNERSHIP, THE LIQUIDATING TRUSTEE SHALL, AT INLAND'S
REQUEST, DISTRIBUTE EQUITY INTERESTS IN THE REIT ENTITIES TO INLAND IN KIND;
PROVIDED, HOWEVER THAT IF THE AGGREGATE FAIR MARKET VALUE OF THE EQUITY
INTERESTS IN THE REIT ENTITIES THAT INLAND REQUESTS THE LIQUIDATING TRUSTEE TO
DISTRIBUTE IN KIND TO INLAND EXCEEDS INLAND'S PRO RATA SHARE (BASED ON THE
RESPECTIVE PERCENTAGE INTERESTS OF INLAND AND PGGM PRE FUND) OF THE AGGREGATE
FAIR MARKET VALUE OF THE PARTNERSHIP'S NON-PIC