AND
WARRANTS TO INLAND, AS AN INDUCEMENT TO INLAND TO EXECUTE THIS AGREEMENT AND
PERFORM ITS COVENANTS AND AGREEMENTS CONTAINED HEREIN AS FOLLOWS:
(A)
ORGANIZATION AND AUTHORITY.
(I)
PGGM PRE FUND IS DULY FORMED AND IS VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE NETHERLANDS.
(II)
PGGM PRE FUND HAS THE FULL RIGHT, POWER AND AUTHORITY AND HAS
OBTAINED ANY AND ALL CONSENTS REQUIRED OF IT TO ENTER INTO THIS AGREEMENT, TO
COMPLY WITH THE TERMS OF THIS AGREEMENT AND TO CONSUMMATE OR CAUSE TO BE
CONSUMMATED THE TRANSACTIONS CONTEMPLATED HEREBY. THIS AGREEMENT HAS BEEN, AND
ALL OF THE DOCUMENTS TO BE DELIVERED BY PGGM PRE FUND IN CONNECTION WITH THE
CLOSING OF A CONTRIBUTION OF AN INLAND PROPERTY OR THE ACQUISITION OF AN
ADDITIONAL PROPERTY WILL BE, AUTHORIZED AND PROPERLY EXECUTED AND CONSTITUTE, OR
WILL CONSTITUTE, AS APPROPRIATE, THE LEGAL, VALID AND BINDING OBLIGATION OF PGGM
PRE FUND, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO APPLICABLE LAWS
OF BANKRUPTCY OR INSOLVENCY AND PRINCIPLES OF EQUITY.
(B)
AGENTS AND FINANCIAL ADVISORS.
OTHER THAN INLAND'S RETENTION OF
IICP OR ITS AFFILIATE, THERE ARE NO AGENTS, BROKERS OR FINANCIAL ADVISORS
INVOLVED IN CONNECTION WITH THE FORMATION OF THE PARTNERSHIP AND NEITHER INLAND
NOR PGGM PRE FUND HAS ENGAGED ANY PARTY OTHER THAN IICP WHICH WOULD OTHERWISE
PROVIDE FOR THE PAYMENT OF ANY COMMISSIONS OR SIMILAR FEES WITH REGARD TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, THE
PARTNERSHIP SHALL NOT BE RESPONSIBLE FOR ANY SUCH COMMISSIONS OR FEES.
(C)
CONFLICTS AND PENDING ACTION.
(I)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL: (A) VIOLATE ANY
CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER, DECREE,
RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT, GOVERNMENTAL AGENCY, OR
COURT TO WHICH PGGM PRE FUND IS SUBJECT OR ANY PROVISION OF THE CONSTITUTIONAL
DOCUMENTS OF PGGM PRE FUND;
OR (B) CONFLICT WITH, RESULT IN A BREACH OF,
CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION OF, CREATE IN ANY PARTY
THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL, OR REQUIRE ANY NOTICE
UNDER ANY MATERIAL AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT, OR OTHER
ARRANGEMENT TO WHICH PGGM PRE FUND IS A PARTY OR BY WHICH IT IS BOUND OR TO
WHICH ANY OF ITS ASSETS IS SUBJECT (OR RESULT IN THE IMPOSITION OF ANY LIEN UPON
ANY OF ITS ASSETS);
(II)
THERE IS NO LITIGATION, ACTION OR PROCEEDING PENDING, OR TO PGGM
PRE FUND'S KNOWLEDGE, THREATENED AGAINST PGGM PRE FUND RELATING TO ITS
CONTRIBUTION WHICH WOULD CHALLENGE OR IMPAIR PGGM PRE FUND'S ABILITY TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT TO WHICH PGGM
PRE FUND IS A PARTY.
(D)
GOVERNMENTAL CONSENTS.
NO CONSENT, WAIVER, APPROVAL OR
AUTHORIZATION OF OR FILING, REGISTRATION, OR QUALIFICATION WITH, OR NOTICE TO
ANY GOVERNMENTAL AUTHORITY,
BUREAU, DEPARTMENT, COMMISSION OR AGENCY, OR ANY
OTHER ENTITY OR PERSON WHETHER OR NOT GOVERNMENTAL IN CHARACTER, IS REQUIRED TO
BE MADE, OBTAINED, OR GIVEN BY