FUND ASSETS TO WHICH INLAND IS
OTHERWISE ENTITLED PURSUANT TO THIS ARTICLE 13, THEN, AS A CONDITION PRECEDENT
TO ANY SUCH IN KIND DISTRIBUTION TO INLAND, INLAND SHALL CONTRIBUTE TO THE
PARTNERSHIP SUCH EXCESS AMOUNT IN CASH (WHICH CASH CONTRIBUTION OBLIGATION MAY
BE SATISFIED, IN WHOLE OR IN PART, WITH REMAINING PIC FUNDS IN ACCORDANCE WITH
SECTION 8.4(B)), AND SUCH CASH SHALL BE DISTRIBUTED TO PGGM PRE FUND
CONCURRENTLY WITH THE IN KIND DISTRIBUTION OF THE EQUITY INTERESTS IN THE REIT
ENTITIES TO INLAND.
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 13.4
SHALL BE INTERPRETED OR APPLIED IN A MANNER THAT WOULD RESULT IN PGGM PRE FUND
RECEIVING DISTRIBUTIONS IN CONNECTION WITH THE LIQUIDATION OF THE PARTNERSHIP
THAT ARE LESS THAN THE DISTRIBUTIONS THAT PGGM PRE FUND WOULD RECEIVE IF NO
DISTRIBUTIONS IN KIND WERE MADE TO INLAND.
EXCEPT AS SET FORTH IN THIS
SECTION 13.4, DISTRIBUTIONS IN KIND SHALL NOT BE MADE TO ANY OTHER LIMITED
PARTNER UNLESS EXPRESSLY APPROVED IN ADVANCE BY THE LIMITED PARTNERS.
THE FAIR
MARKET VALUE OF THE EQUITY INTERESTS IN THE REIT ENTITIES TO BE DISTRIBUTED IN
KIND TO INLAND PURSUANT TO THIS SECTION 13.4 SHALL BE DETERMINED AS SET FORTH IN
PARAGRAPH 3 OF EXHIBIT 11.5-A.
13.5
PARTITION.
NO PARTNER SHALL HAVE THE RIGHT TO
PARTITION ANY PROPERTY OF THE PARTNERSHIP DURING THE TERM OF THIS AGREEMENT, NOR
SHALL ANY PARTNER MAKE APPLICATION TO ANY COURT OF AUTHORITY HAVING JURISDICTION
IN THE MATTER OR COMMENCE OR PROSECUTE ANY ACTION OR PROCEEDING FOR SUCH
PARTITION AND THE SALE THEREOF, AND UPON ANY BREACH OF THE PROVISIONS OF THIS
SECTION BY ANY PARTNER, THE OTHER PARTNERS, IN ADDITION TO ALL OF THE RIGHTS AND
REMEDIES IN LAW AND IN EQUITY THAT THEY MAY HAVE, SHALL BE ENTITLED TO A DECREE
OR ORDER RESTRAINING AND ENJOINING SUCH APPLICATION, ACTION OR PROCEEDING.
ARTICLE 14
CONFLICTS AND COVENANTS
14.1
GENERAL PARTNER TIME COMMITMENT.
THE GENERAL
PARTNER SHALL CAUSE SO MUCH TIME TO BE DEVOTED TO THE BUSINESS OF THE
PARTNERSHIP AS, IN ITS GOOD FAITH JUDGMENT, THE CONDUCT OF THE PARTNERSHIP'S
BUSINESS SHALL REASONABLY REQUIRE.
14.2
RELATED BUSINESS PARTNERS.
WITHOUT THE PRIOR
WRITTEN APPROVAL OF THE NON-AFFILIATED PARTNERS, THE PARTNERSHIP, REIT ENTITIES
OR PROPERTY ENTITIES MAY NOT EMPLOY, CONTRACT FOR SERVICES WITH, ACQUIRE OR SELL
GOODS, PROPERTY AND MATERIALS FROM OR TO AND OTHERWISE DEAL WITH ANY MEMBER,
MANAGER, PARTNER OR GENERAL PARTNER OR ANY AFFILIATE OF ANY LIMITED PARTNER OR
GENERAL PARTNER, ON ANY BASIS, WITH THE EXCEPTION OF (A) THE PROPERTY MANAGEMENT
AGREEMENT; (B) THE LEASING AGREEMENT; OR (C) AGREEMENTS AND ARRANGEMENTS WHICH
ARE APPROVED BY THE LIMITED PARTNERS AS A MAJOR DECISION PURSUANT TO
SECTION 9.2(C).
OTHER COSTS AND EXPENSES WHICH SHALL BE INCURRED BY THE
PARTNERSHIP SHALL BE CUSTOMARY AND COMPETITIVE AND OTHERWISE FAIR AND REASONABLE
TO THE PARTNERSHIP.
14.3
COMPETITIVE UNDERTAKINGS.
EXCEPT AS OTHERWISE
PROVIDED IN SECTIONS 14.3 AND 14.5 OF THIS AGREEMENT, ANY PARTNER AND THE
GENERAL PARTNER MAY ENGAGE IN BUSINESS VENTURES OF ANY NATURE AND DESCRIPTION
INDEPENDENTLY