THE CONTRIBUTION OF SUCH ADDITIONAL INLAND
PROPERTY THE BALANCE OF THE PIC FUNDS WOULD NOT EXCEED $10,000,000; AND (Y) AT
ANY TIME THERE IS AN INITIAL APPROVAL IN EFFECT WITH RESPECT TO THE ACQUISITION
OF AN ADDITIONAL PROPERTY, PGGM PRE FUND SHALL HAVE THE RIGHT TO SELECT AN
ADDITIONAL INLAND PROPERTY FOR CONTRIBUTION TO THE PARTNERSHIP BY INLAND,
PROVIDED THAT: (1) AFTER GIVING EFFECT TO THE CONTRIBUTION OF SUCH ADDITIONAL
INLAND PROPERTY AND THE ACQUISITION OF SUCH ADDITIONAL PROPERTY ON THE TERMS
THAT WERE SUBJECT TO THE INITIAL APPROVAL, THE BALANCE OF THE PIC FUNDS WOULD
NOT EXCEED $10,000,000; AND (2) THE CLOSING OF THE ACQUISITION OF THE ADDITIONAL
PROPERTY SHALL BE A CONDITION PRECEDENT TO THE CLOSING OF THE CONTRIBUTION OF
SUCH ADDITIONAL INLAND PROPERTY.
(II)
WITH RESPECT TO THE PROPERTY IDENTIFIED AS
"FOUR FLAGGS" IN THE ATTACHED SCHEDULE 6.2(A)-2 (THE "FOUR FLAGGS PROPERTY"), AS
AND FROM THE DATE HEREOF, INLAND SHALL USE ITS GOOD FAITH EFFORTS TO STABILIZE
THE SAME IN REGARDS TO SUCH PROPERTY'S OCCUPANCY RATE, CASH FLOW AND GENERAL
OPERATIONS.
UPON THE EARLIER TO OCCUR OF (A) THE STABILIZATION (AS DEFINED
HEREIN) OF THE FOUR FLAGGS PROPERTY, OR (B) MARCH 31, 2011, PGGM PRE FUND MAY
THEREAFTER FOR THE BALANCE OF THE INVESTMENT PERIOD, SELECT THE FOUR FLAGGS
PROPERTY FOR CONTRIBUTION TO THE PARTNERSHIP, IN THE SAME MANNER AS ALL OTHER
ADDITIONAL INLAND PROPERTIES IDENTIFIED IN SCHEDULE 6.2(A)-2.
FOR PURPOSES
HEREOF, "STABILIZATION" SHALL MEAN THE COMMENCEMENT OF LEASES FOR 11,000 SQUARE
FEET OF UNITS 2, 4 AND 32 ON THE FOUR FLAGGS PROPERTY.
(B)
DUE DILIGENCE; END OF INVESTMENT PERIOD.
(i)
Prior to the selection of any Additional
Inland Property, PGGM PRE Fund shall be entitled to conduct such due diligence
related to the condition and results of operation thereof, as PGGM PRE Fund, in
its sole discretion, may require and Inland shall cooperate with PGGM PRE Fund
in connection with such due diligence, including providing access to such
information in Inland's possession or control that PGGM PRE Fund may request.
PGGM PRE Fund shall provide Inland with notification of PGGM PRE Fund's
selection of such Property or Properties.
Any Properties listed in Schedule
6.2(a)-2 not selected by PGGM PRE Fund for an Inland Additional Capital
Contribution prior to the end
of the Investment Period shall no longer be available for contribution to the
Partnership, and Inland shall be entitled to take any action with respect to
same, including the disposition or operation thereof, with no further obligation
owed to the Partnership with respect to such Properties.
(ii)
Prior to the end of the Investment Period,
without the prior written consent of PGGM PRE Fund in each instance, Inland
shall not (A) other than in connection with a refinancing of existing Property
Entity debt, transfer, sell, assign, convey, gift or otherwise dispose of the
Inland Equity Interests, in whole or in part, in any of the Property Entities
that owns property listed on Schedule 6.2(a)-1 or 6.2(a)-2 (an "Inland Property
Entity") whether voluntarily or by