FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT
OF CLAIMS AND LOSSES INCURRED IN
CORRECTING ANY PROHIBITED TRANSACTION, AND IN OBTAINING ANY INDIVIDUAL
PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN SUCH OTHER
PARTNER'S SOLE DISCRETION) THAT SUCH OTHER PARTNER MAY INCUR, DIRECTLY OR
INDIRECTLY, AS A RESULT OF A TRANSFER OF A DIRECT OR INDIRECT INTEREST IN SUCH
PARTNER TO ANY PERSON NOT SATISFYING THE PROVISIONS OF THIS SECTION 11.2(E).
(F)
BINDING EFFECT.
ANY PERSON ACQUIRING OR
CLAIMING AN INTEREST IN THE PARTNERSHIP, IN ANY MANNER WHATSOEVER, SHALL BE
SUBJECT TO AND BOUND BY ALL TERMS, CONDITIONS AND OBLIGATIONS HEREOF TO WHICH
ITS PREDECESSOR IN INTEREST, IF ANY, WAS SUBJECT OR BOUND, WITHOUT REGARD TO
WHETHER SUCH PERSON HAS EXECUTED A COUNTERPART HEREOF OR ANY OTHER DOCUMENT
CONTEMPLATED HEREBY.
NO PERSON, INCLUDING THE LEGAL REPRESENTATIVES, HEIRS OR
LEGATEES OF A DECEASED PARTNER, SHALL HAVE ANY RIGHTS OR OBLIGATIONS GREATER
THAN THOSE SET FORTH HEREIN AND NO PERSON SHALL ACQUIRE AN INTEREST IN THE
PARTNERSHIP OR BECOME A PARTNER EXCEPT AS PERMITTED HEREBY.
(G)
ACTIONS PRIOR TO ACCEPTANCE OF ASSIGNMENT.
THE PARTNERSHIP AND THE GENERAL PARTNER SHALL BE ENTITLED TO TREAT THE ASSIGNOR
OF THE ASSIGNED INTEREST AS THE ABSOLUTE OWNER THEREOF IN ALL RESPECTS AND SHALL
INCUR NO LIABILITY FOR DISTRIBUTIONS MADE IN GOOD FAITH TO SUCH ASSIGNOR PRIOR
TO SUCH TIME AS THE DOCUMENTS SPECIFIED IN PARAGRAPH (B), ABOVE, HAVE BEEN
DELIVERED TO AND ACCEPTED BY THE GENERAL PARTNER.
(H)
COSTS.
THE OUT-OF-POCKET COSTS INCURRED BY
THE PARTNERSHIP IN PROCESSING AN ASSIGNMENT (INCLUDING ATTORNEY'S FEES) SHALL BE
BORNE BY THE ASSIGNEE, AND SHALL BE PAYABLE PRIOR TO AND AS A CONDITION OF
ADMISSION TO THE PARTNERSHIP.
11.3
[INTENTIONALLY OMITTED].
11.4
CONTINUATION OF PARTNERSHIP UPON CERTAIN EVENTS.
THE DEATH, DISABILITY, COURT DECLARATION OF INCOMPETENCE, BANKRUPTCY,
DISSOLUTION, LIQUIDATION OR OTHER DISSOCIATION OF A LIMITED PARTNER SHALL NOT
DISSOLVE THE PARTNERSHIP, BUT IT SHALL BE CONTINUED WITH THE SUCCESSOR OR LEGAL
REPRESENTATIVE OF SUCH PARTNER; SUCH SUCCESSOR OR LEGAL REPRESENTATIVE SHALL, TO
THE EXTENT OF THE INTEREST ACQUIRED, BE ENTITLED ONLY TO THE PREDECESSOR
PARTNER'S RIGHTS, IF ANY, IN THE CAPITAL, PROFITS AND LOSSES AND DISTRIBUTIONS
OF THE PARTNERSHIP, AND NO SUCH PERSON SHALL HAVE ANY RIGHT TO PARTICIPATE IN
THE MANAGEMENT OF THE AFFAIRS OF THE PARTNERSHIP OR VOTE ON ANY PARTNERSHIP
MATTER WITHOUT THE WRITTEN CONSENT OF THE PARTNERS.
11.5
PUT/PURCHASE OPTIONS.
(A)
PGGM PRE FUND'S PUT OPTION. FOR EACH 12
CALENDAR MONTH PERIOD (EACH, AN "OPTION YEAR") PGGM PRE FUND SHALL HAVE THE
OPTION TO SELL UP TO AN AGGREGATE OF TWENTY PERCENT (20%) OF PGGM PRE FUND'S
INITIAL PERCENTAGE INTEREST TO INLAND, AS PROVIDED IN THIS SECTION 11.5(A) AND
FOR THE PURCHASE PRICE AND PURSUANT TO THE TERMS SET FORTH IN
SECTION 11.5(C) BELOW (THE "PGGM PRE FUND PUT OPTION").
THE PGGM PRE FUND PUT
OPTION SHALL BE EXERCISABLE IN WHOLE OR IN PART ON A QUARTERLY BASIS AS FOLLOWS:
(I)
PGGM PRE FUND SHALL FIRST HAVE THE RIGHT
TO EXERCISE