THE INITIAL
INLAND PROPERTIES AND (II) CASH AS DESCRIBED IN SECTION 6.2(C) (THE "INLAND
INITIAL CAPITAL CONTRIBUTIONS").
AS THE INITIAL PGGM PRE FUND CAPITAL
CONTRIBUTION, PGGM PRE FUND SHALL SIMULTANEOUSLY WITH THE MAKING OF THE INLAND
INITIAL CAPITAL CONTRIBUTION CONTRIBUTE CASH TO THE PARTNERSHIP IN THE AMOUNT
AND AT THE TIME SET FORTH BELOW (THE "PGGM PRE FUND INITIAL CAPITAL
CONTRIBUTION", AND COLLECTIVELY WITH THE INLAND INITIAL CAPITAL CONTRIBUTION,
THE "INITIAL CAPITAL CONTRIBUTIONS").
THE INITIAL CAPITAL CONTRIBUTIONS SHALL
BE MADE PURSUANT TO ONE OR MORE CONTRIBUTION AGREEMENTS (AS DEFINED AND MORE
PARTICULARLY DESCRIBED IN SECTION 6.2(B), BELOW) WITHIN A MUTUALLY AGREEABLE
TIME AFTER THE EXECUTION OF THIS AGREEMENT.
(B)
CONTRIBUTION AGREEMENT.
IN CONNECTION WITH
INLAND'S CONTRIBUTION OF THE INLAND INITIAL CAPITAL CONTRIBUTIONS, AND, AS
DESCRIBED IN SECTION 6.3(A), BELOW, PGGM
PRE FUND'S SELECTION OF AN ADDITIONAL INLAND PROPERTY FOR AN INLAND ADDITIONAL
CAPITAL CONTRIBUTION, INLAND, PGGM PRE FUND AND THE PARTNERSHIP SHALL EXECUTE A
CONTRIBUTION AGREEMENT OR CONTRIBUTION AGREEMENTS SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT 6-2B (EACH, A "CONTRIBUTION AGREEMENT").
EACH
CONTRIBUTION AGREEMENT SHALL SET FORTH, AMONG OTHER THINGS:
(I)
THE INLAND EQUITY INTERESTS TO BE
CONTRIBUTED BY INLAND AND THE CORRESPONDING AMOUNT OF THE PGGM PRE FUND INITIAL
CAPITAL CONTRIBUTION OR PGGM PRE FUND ADDITIONAL CAPITAL CONTRIBUTION, AS THE
CASE MAY BE;
(II)
THE BUSINESS DAY ON WHICH THE
CONTRIBUTIONS SHALL OCCUR (THE "CONTRIBUTION CLOSING DATE"), WHICH SHALL BE NO
EARLIER THAN TEN (10) BUSINESS DAYS AFTER EXECUTION OF THE CONTRIBUTION
AGREEMENT;
(III)
THAT THE APPLICABLE PROPERTY ENTITIES TO BE
CONTRIBUTED BY INLAND WILL BE DISREGARDED FROM INLAND FOR FEDERAL INCOME TAX
PURPOSES ON THE APPLICABLE CONTRIBUTION CLOSING DATE, SO THAT FOR FEDERAL INCOME
TAX PURPOSES INLAND WILL BE TREATED AS CONTRIBUTING ON THE APPLICABLE
CONTRIBUTION CLOSING DATE THE INLAND PROPERTIES HELD BY THOSE PROPERTY ENTITIES;
(IV)
THAT THE CONTRIBUTION SHALL OCCUR AS OF
11:59 P.M. CHICAGO TIME ON THE CONTRIBUTION CLOSING DATE, AND THAT ALL ITEMS OF
INCOME, GAIN, LOSS, EXPENSE AND DEDUCTION DERIVED FROM THE APPLICABLE INLAND
PROPERTIES ON OR PRIOR TO THE APPLICABLE CONTRIBUTION CLOSING DATE SHALL BE
REPORTED FOR INCOME TAX PURPOSES SOLELY BY INLAND AND THAT NO SUCH ITEMS SHALL
BE REPORTED FOR INCOME TAX PURPOSES BY THE PARTNERSHIP;
(V)
SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTION 6.2(C) BELOW, THE CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO,
LENDER CONSENTS OR WAIVERS OF PREPAYMENT PENALTIES; AND
(VI)
EACH PARTNER'S ACKNOWLEDGEMENT THAT THE OTHER
PARTNERS ACTING ALONE OR ON BEHALF OF THE PARTNERSHIP, SHALL HAVE THE RIGHT TO
EXERCISE THE PARTNERSHIP'S RIGHTS AND REMEDIES AT LAW OR IN EQUITY UNDER THE
CONTRIBUTION AGREEMENT.
(C)
CALCULATION OF AND LIMITATION ON THE
CAPITAL CONTRIBUTIONS IN CONNECTION WITH CONTRIBUTION OF THE INITIAL INLAND
PROPERTIES AND ADDITIONAL INLAND PROPERTIES.
(I)
INLAND SHALL CONTRIBUTE (A) THE INLAND
EQUITY INTERESTS IN EACH OF THE PROPERTY ENTITIES OWNING THE INITIAL INLAND
PROPERTIES AND THE ADDITIONAL INLAND PROPERTIES SELECTED BY PGGM PRE FUND, AS
THE CASE MAY BE, AND