Exhibit 10.1

LIMITED PARTNERSHIP AGREEMENT

OF

INP RETAIL, L.P.

LIMITED PARTNERSHIP AGREEMENT

OF

INP RETAIL, L.P.

THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2010 (the “Effective Date”) among Inland Real Estate Corporation, a Maryland corporation (“Inland”), Stichting Depositary PGGM Private Real Estate Fund (the “Depositary”), a Dutch foundation, acting in its capacity as depositary of and for the account and risk of PGGM Private Real Estate Fund (the “Fund”, and together with the Depositary, “PGGM PRE Fund”), a Dutch fund for the joint account of the participants (fonds voor gemene rekening)  (Inland and PGGM PRE Fund are hereafter individually referred to as a “Limited Partner” and collectively as “Limited Partners”), and INP Retail Management Company, LLC, a Delaware limited liability company (hereafter referred to as the “General Partner”).

THE PARTNERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS.  THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY OF SAID INTERESTS IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER THAT REGISTRATION IS UNNECESSARY OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

W I T N E S S E T H:

WHEREAS, the General Partner, Inland and PGGM PRE Fund desire to provide for the operation, management and governance of a limited partnership known as INP Retail, L.P. (the “Partnership”), which was formed immediately prior to entering into this Agreement pursuant to the Act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

ARTICLE 1

Definitions

The following capitalized terms shall have the meaning specified in this ARTICLE 1.  Other terms are defined in the text of this Agreement; and throughout this Agreement, these terms shall have the meanings respectively ascribed to them.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended as of the date hereof.

“Additional Inland Properties” means the Properties identified in the attached Schedule 6.2(a)-2.

“Additional Properties REIT Entity” shall mean the entity organized as a private Domestically Controlled REIT and which shall own 100% of the equity ownership interests in each Property Entity owning an Additional Property.

“Additional Property” shall have the meaning set forth in Section 7.1(a).

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant Allocation Period, after giving effect to the following adjustments:

(a)                                  credit to such Capital Account any amounts which such Partner is obligated to restore to the Partnership pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)                                 debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” means and includes any Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with a Partner; or any person in which such Partner has a direct, or indirect through one or more intermediaries, controlling interest as a partner, member, general partner, manager, principal, shareholder, beneficiary or otherwise as an owner.

“Agreement” means this Agreement, as amended from time to time.

“Allocation Period” means the period commencing on January 1 (or, for 2010, the date of this Agreement) and ending on December 31, or any portion thereof for which the Partnership is required to allocate or otherwise allocates Profits, Losses and other items of income, gain, loss, expense, or deduction pursuant to this Agreement.

“Book Value” means, with respect to any asset, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a)                                  the initial Book Value of any asset other than cash contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of contribution, as determined by the Partners, provided, that, in the case of an Inland Property, such gross fair market value shall be the Contribution Value of the Inland Property as determined under Section 6.2(d);

(b)                                 the Book Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partners, as of the following times: (i) the contribution of more than a de minimis amount of assets to the Partnership by a new or an existing Partner as consideration for an interest in the Partnership; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for all or any part of such Partner’s interest in the Partnership; (iii) the issuance of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership; and (iv) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) of this sentence shall be made only if the Partners determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(c)                                  the Book Value of any Partnership asset other than cash distributed to any Partner shall be the gross fair market value of such asset on the date of distribution, as determined by the Partners;

(d)                                 without duplicating any adjustment under subparagraph (b) above, the Book Value of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of those assets under Code Sections 734(b) or 743(b), but only to the extent that those adjustments are taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (e) of the definition of “Profits” and “Losses” or Section 8.6(c)(v) hereof; and

(e)                                  if the Book Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) above, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses (and not the depreciation, amortization or other cost recovery deductions allowable with respect to that asset for federal income tax purposes).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois or the Netherlands are authorized or required by applicable law to close.

“Business Plan” shall have the meaning set forth in Section 9.9.

“Calendar Year” means the 12-month period ending December 31.

“Capital Account” means the capital account established and maintained for each Partner pursuant to Section 8.6(a).

“Capital Call” means a written notice from the General Partner as provided herein to the Limited Partners setting forth the amount of the Capital Commitment to be contributed, the subsection or subsections of Sections 6.2 or 6.3 pursuant to which the Capital Call is being made, the purpose of said Capital Call, each Limited Partner’s share of the Capital Call, whether the Capital Call is to be funded in cash by such Limited Partner, the date the Capital Contribution with respect to such Capital Call is due (which date shall be not less than ten (10) Business Days after the date the Capital Call is made), and wire transfer instructions for the bank account of the Partnership or such other bank accounts as the General Partner may direct into which such Capital Contribution, if cash, shall be deposited; provided, however that if no such wire transfer instructions are specified the amounts shall be wired as set forth in the instructions attached hereto as EXHIBIT 1-A, as such default wire instructions may be modified by the General Partner from time to time by written notice to the Limited Partners.

“Capital Commitment(s)” means the Inland Capital Commitment and the PGGM PRE Fund Capital Commitment, as more particularly described in Section 6.1.

“Capital Contributions” means all contributions to the capital of the Partnership, including those in respect of each Limited Partner’s Capital Commitments.

“Capital Event” means any transaction with respect to any Partnership Entity or Owned Property which generates cash receipts other than ordinary operating income, including, without limitation, dispositions of equity interests in REIT Entities or Property Entities, sales of real or personal property (other than sales of personal property in the ordinary course of business), condemnations (and conveyances in lieu thereof) (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Owned Property), damage recoveries (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Owned Property), receipts of insurance proceeds (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Owned Property), borrowings, financings or refinancings in excess of existing indebtedness, and other transfers or dispositions of all or a significant part of (i) any Owned Property or any Partnership Entity or (ii) the aggregate assets of the Partnership, but excluding, for the avoidance of doubt, any Rebated Third Party Fee.

“Certificate” means the Certificate of Limited Partnership of the Partnership, filed in the Office of the Secretary of State of the State of Delaware on May 18, 2010 (as amended from time to time).

“Change of Control” means that a Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the outstanding equity interests of Inland as of the date hereof) shall, as a result of a tender or exchange offer, open market purchase, privately negotiated purchases or other acquisitions, have become the direct or indirect beneficial owner (within the meaning of Rule 13d3 under the Exchange Act of 1934, as amended) of securities of Inland representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities for the election of directors or shall have the right to elect a majority of the management committee or board of managers of Inland, or shall otherwise have the right to direct the management of Inland.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor law.

“Confidential Information” means all information or data: (i) covered by a non-disclosure agreement to which any Partnership Entity is a party; or (ii) relating to the business and affairs of the Partnership Entities, Inland or PGGM PRE Fund and not generally known outside of the Partnership Entities, Inland and PGGM PRE Fund, including, without limitation, (A) any information related to the Properties, including, but not limited to leases, leasing information and other Property ownership and management details, (B) any information related to any potential investments in Properties, including, but not limited to, materials delivered in connection with an Initial Notice or Board Package (as such terms are defined in Section 7.1(c)), the details of pending contracts and the negotiations with respect thereto, but excluding such information related to Properties which are thereafter rejected by the Partners if such information is the subject of a non-disclosure agreement to which any Partnership Entity is a party, or (C) any of the processes, data, designs, compilations of information, apparatus, computer programs, information of or relating to suppliers or customers, customer requirements, cost or price data, research data, business plans, marketing or sales plans or information, financial data, salary information, policies and procedures, or sales know-how of the Partnership Entities, or (D) any other information that may be considered to be proprietary to or a trade secret of a Partnership Entity, whether or not such information is considered a trade secret within the meaning of applicable law.  Information shall not be considered “Confidential Information” if any of the following apply:

(a)                                  It is already in or enters into the public domain otherwise than as a consequence of a breach of the terms of this Agreement;

(b)                                 It is already properly and lawfully in the possession of the receiving party and is not subject to any obligation of secrecy on the receiving party’s part;

(c)                                  It becomes available to a party on a non-confidential basis from a source other than the Partnership Entities, provided that such information was properly and

lawfully in the possession of such source and not, so far as the receiving party is aware (after making due and careful inquiry), subject to any obligation of secrecy on the part of such source;

(d)                                 It is contained in this Agreement or any other agreement contemplated hereby and same is required to be filed with the Securities and Exchange Commission or other regulatory agency, as determined by the General Partner’s securities counsel.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Default Rate” means the cumulative annual interest rate equal to the lesser of (i) 18% per annum and (ii) the maximum rate of interest permitted by applicable law, compounded monthly on the average daily outstanding balance of principal.

“Depreciation” means, for each Allocation Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Allocation Period; provided, however, that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Period, Depreciation shall be an amount that bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction with respect to such asset for such Allocation Period bears to such beginning adjusted tax basis; and, provided, further, that if the federal income tax depreciation, amortization or other cost recovery deduction for such Allocation Period is zero, Depreciation shall be determined with reference to such beginning Book Value under any reasonable method selected by the General Partner.

“Disagreement” means the inability of the Limited Partners to agree: (a) on a Major Decision or other matter which makes it impossible or impractical to continue the Partnership or the operation of an Owned Property as anticipated in this Agreement for a period of sixty (60) days or more, (b) on the determination of whether a Property meets, or continues to meet the Investment Guidelines, in either event for thirty (30) days or more, (c) the determination of whether a Material Adverse Effect or Material Change exists, for thirty (30) days or more, (d) the determination of whether a Manager Event, as defined in the Property Management Agreement, has occurred without the General Partner having exercised the Owner’s, as defined in the Property Management Agreement, rights and remedies thereunder for thirty (30) days or more after the request of a Limited Partner to do so, (e) the determination of whether a Partner is entitled to indemnification, pursuant to Section 9.7(e), or (f) the determination of whether a Partner consenting or withholding its consent to indemnification pursuant to Section 9.7(e) has acted in good faith.

“Domestically Controlled REIT” means a real estate investment trust within the meaning of Code Section 856(a) that is “domestically controlled” within the meaning of Code

Section 897(h)(4)(B) and that is not a “pension-held REIT” within the meaning of Code Section 856(h)(3)(D).

“Emergency Situation” means any event, circumstance, or situation, which shall cause the Partnership, a REIT Entity, Property Entity or Owned Property to incur an Expense other than as contemplated in an annual Business Plan, and in the reasonable discretion of the General Partner, the failure to promptly pay such Expense, notwithstanding that same may be a Major Decision or otherwise require the consent of the Limited Partners, will have a material adverse impact on the business or operations of the Partnership, REIT Entity, Property Entity or Owned Property.

“Excess Financing” shall have the meaning set forth on EXHIBIT 10-D.

“Executive Order” means Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001).

“Expenses” means, for a given period of time, a sum equal to the aggregate of the expenditures, charges and costs actually paid (or if such period is in the future, required to be paid during such period of time in accordance with the terms of this Agreement or in accordance with any annual Business Plan approved pursuant to this Agreement) in connection with the business of the Partnership,  REIT Entities or Property Entities, and permitted net increases in Reserves (which may be negative and therefore reduce Expenses), including, without limitation or duplication:

(i)                                     expenses, costs and charges in connection with the acquisition, ownership, sale, operation, management or leasing of all or any portion of any Owned Property;

(ii)                                  expenses, costs and charges in connection with the repair, maintenance, replacement, alteration of or addition or capital improvement to any portion of any Owned Property, including any casualty or condemnation losses, to the extent that the losses are not reimbursed during the applicable accounting period by any third party responsible therefor or through insurance maintained by the Partnership;

(iii)                               payments of principal and interest due with respect to any Financings and Partnership Loans, if any;

(iv)                              all sales, payroll, real estate, personal property, occupancy and other excise, property, privilege or similar taxes and assessments imposed upon the Partnership or any Owned Property;

(v)                                 utility costs and deposits and other costs and deposits required to obtain or lease any service or equipment relating to any Owned Property;

(vi)                              management fees, asset management fees, and other fees and reimbursements payable to the Property Manager (as defined in Section 9.2(d)) pursuant to the Property Management Agreement (as defined in Section 9.2(d));

(vii)                           leasing fees payable to the Leasing Agent (as defined in Section 9.2(d)) and any co-brokers or agents pursuant to the Leasing Agreement (as defined in Section 9.2(d)).

(viii)                        leasing fees to non-Affiliated third parties;

(ix)                                acquisition fees to non-Affiliated third parties;

(x)                                   fees set forth in the attached EXHIBIT 10-D;

(xi)                                expenditures required to be made in connection with any lease covering space in or at any Owned Property, including tenant improvements, tenant allowances and payments, costs incurred in connection with the Partnership (or any REIT Entity or Property Entity) assuming a tenant’s lease obligations with respect to other real property and costs incurred in connection with the Partnership’s (or any REIT Entity’s or Property Entity’s) exercise of a right, or entering into an agreement, to “takeback” space in any Owned Property;

(xii)                             (A) the fees and expenses associated with the qualification of a REIT Entity owning Inland Equity Interests relating to an Inland Property as a Domestically Controlled REIT upon the contribution of such Inland Equity Interests to the applicable REIT Entity following Inland’s initial contribution of such Inland Equity Interests to the Partnership, (B) the fees and expenses associated with the organization of any additional REIT Entity for the purpose of owning equity interests in a Property Entity that holds an Additional Property, and (C) the fees and expenses associated with maintaining a REIT Entity as a Domestically Controlled REIT;

(xiii)                          subject to the limitations set forth in Section 6.6 hereof, the fees and expenses of attorneys, accountants, architects, engineers, appraisers, and other professionals retained by or on behalf of the Partnership in accordance with the terms hereof; and

(xiv)                         all other customary and necessary direct out-of-pocket costs and expenses of the Partnership reasonably incurred in accordance with this Agreement.

Notwithstanding the foregoing, there shall, however, be excluded from Expenses:

(i)                                     all noncash items such as depreciation;

(ii)                                  distributions;

(iii)                               all payments, deposits, expenses and reserves deducted from the proceeds of a Capital Event to determine the Net Extraordinary Cash Flow;

(iv)                              expenses of the General Partner for entertainment, publicity, fund raising, office space, information technology, employment, personnel or other matters that are generally considered to be corporate overhead, including, without limitation, insurance of the General Partner and its personnel;

(v)                                 any expense, cost or charge enumerated above, to the extent such expense, cost or charge was paid from Reserves, which payment shall be deemed to reduce reserves; and

(vi)                              expenditures that would be capitalized pursuant to generally accepted accounting principles consistently applied, to the extent that (x) the Partnership has Reserves available to pay such expenditures; (y) the Partnership has obtained a credit facility which is available to pay such expenditures; or (z) the Partners agreed, prior to acquiring the Owned Property to which said expenditures relate, to contribute additional capital when needed to pay such expenditures.

“Fair Market Value” shall have the meaning set forth on EXHIBIT 11.5-A.

“Financing” means any indebtedness of the Partnership, the REIT Entities or the Property Entities for borrowed money.

“Fiscal Year” means the fiscal year of the Partnership, as determined by the General Partner.

“GAAP” means generally accepted accounting principles utilized in the United States, consistently applied.

“General Partner” means INP Retail Management Company, LLC, a Delaware limited liability company, having such powers and authority over the management of the Partnership as set forth in this Agreement, and any Person substituted for the General Partner pursuant to Section 5.5(e) or 9.1 or ARTICLE 11.

“Holding Period” means, with respect to an Owned Property, the period agreed to by the Limited Partners, as of the contribution or acquisition of such Owned Property, during which the Partnership, through a Property Entity, will maintain ownership of such Owned Property, and as determined pursuant to Section 7.6.

“Initial Inland Properties” means those Properties identified on the attached Schedule 6.2(a)-1.

“Initial Percentage Interest” means with respect to Inland 55%, and with respect to PGGM PRE Fund 45%.

“Inland Additional Capital Contributions” shall have the meaning set forth in Section 6.3.

“Inland Basis” means, with respect to an Inland Property, the adjusted tax basis of that Inland Property, as determined for federal income tax purposes, immediately prior to the contribution to the Partnership of the Inland Equity Interests in the Property Entity that holds such Inland Property.

“Inland Built-In Gain” means, with respect to an Inland Property, the excess, if any, of the initial Book Value of that Inland Property, as determined pursuant to subparagraph (a) of the definition of “Book Value” and the Contribution Value of that Inland Property as determined under Section 6.2(d), over the Inland Basis with respect to that Inland Property immediately prior to the contribution to the Partnership of the Inland Equity Interests in the Property Entity that holds such Inland Property.

“Inland Capital Commitment” shall have the meaning set forth in Section 6.1.

“Inland Capital Contribution” means the sum of the Inland Initial Capital Contributions and the Inland Additional Capital Contributions.

“Inland Equity Interests” means, with respect to any Inland Property, all of the equity ownership interests in the Property Entity owning such Inland Property.

“Inland Initial Capital Contributions” shall have the meaning set forth in Section 6.2(a).

“Inland Maximum Capital Contributions” shall have the meaning set forth in Section 6.3(f)(ii).

“Inland Party” or “Inland Parties” shall mean Inland and Inland’s Affiliates which shall include the Property Entities, but with respect to the Property Entities, only prior to the contribution of the Inland Equity Interests relating thereto to the Partnership by Inland in accordance with this Agreement.

“Inland Property” or “Inland Properties” shall have the meanings set forth in Section 6.3(a)(i).

“Inland Properties REIT Entity” means the entity organized as a private Domestically Controlled REIT and which shall own 100% of the equity ownership interests in each Property Entity owning an Inland Property.

“Interest” or “Partnership Interest” means the interest of each Partner in the Partnership attributable to its status as a Partner in the Partnership, including the right of such Partner to any and all distributions and other benefits (including management and voting rights) to which such Partner may be entitled as provided in this Agreement and under applicable law, subject to all liabilities and obligations of such Partner as provided in this Agreement and under applicable law.

“Investment Area” means the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇) for each of the following cities: (i) Chicago, Illinois; (ii) Minneapolis, Minnesota; (iii) Madison, Wisconsin; (iv) Milwaukee, Wisconsin; (v) Omaha, Nebraska; (vi) Indianapolis, Indiana and (vii) Columbus, Ohio.

“Investment Guidelines” shall have the meaning set forth in ARTICLE 4.

“Investment Period” means the time period beginning on the date of this Agreement and ending on the two (2) year anniversary thereof; provided, however that such period may be extended upon mutual agreement of the Limited Partners for an additional one (1) year period.

“Knowledge” shall mean the actual knowledge of the party in question, after reasonable inquiry, of any fact, circumstance or condition, and (i) in the case of the Inland Parties, ▇▇▇▇ Sprechter ▇▇▇▇▇▇ and (ii) in the case of the PGGM PRE Fund, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.

“Limited Partner” means Inland and PGGM PRE Fund, and any Person substituted for a Limited Partner pursuant to ARTICLE 11, but excluding any Limited Partner for whom another Person has been substituted pursuant to this Agreement.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, prospects, condition (financial or otherwise) or results of operations of a Property taken as a whole, (b) a material impairment of the ability of the Property to operate as it had as of the date of the Initial Notice, or (c) a material adverse effect on any substantial portion of the Property or the improvements situated thereon, taken as a whole.

“Material Change” shall have the meaning set forth in Section 7.1(c)(iv).

“Net Extraordinary Cash Flow” means, with respect to the Partnership, (a) the net cash proceeds received by the Partnership in connection with the Partnership’s disposition in a Capital Event of any of its assets, including its equity interests in any REIT Entity, or any REIT Entity’s disposition in a Capital Event of any of its assets, including its equity interests in any Property Entity, in each case after subtracting such reasonable reserves approved by the General Partner, as modified from time to time, (b) the Partnership’s distributive share paid or to be paid by the REIT Entity with respect to the Partnership’s ownership interest therein of the REIT Entity’s distributive share paid or to be paid by the Property Entity with respect to the REIT Entity’s

ownership interest therein of the amount remaining, if any, after subtracting from the cash receipts (but not Receipts) arising from a Capital Event with respect to the Owned Property owned by the Property Entity (i) all expenses of, and payments and deposits by or on behalf of, the Property Entity related to such Capital Event, including, without limitation, any payment made in respect of any indebtedness encumbering such Owned Property, and (ii) such reasonable reserves for the Property Entity approved by the General Partner, as modified from time to time, and (iii) the payment of all outstanding principal and interest due with respect to Partnership Loans with respect to such Owned Property, if any, and (c) cash proceeds received by the Partnership to the extent such cash proceeds were released from reserves previously established by the General Partner and referred to in either clause (a) or clause (b) above.

“Net Ordinary Cash Flow” means, with respect to the Partnership, the aggregate of the Partnership’s distributive share paid or to be paid by the REIT Entities with respect to the Partnership’s ownership interest therein of each such REIT Entity’s distributive share paid or to be paid by the Property Entity with respect to the REIT Entity’s ownership interest therein of the Receipts from the applicable Owned Property for such period of time minus the Expenses from such Owned Property for such period of time less Reserves.

“Non-Affiliated Partner” means, with respect to the sale or purchase of goods, services, property or materials by or from a Person who is an Affiliate of a Partner, any Partner who is not an Affiliate of such Person.

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control

“Owned Property” and “Owned Properties” means the necessity based shopping centers owned by the Property Entities, and all improvements, additions, replacements, easements and any and all other rights appurtenant thereto, and all personal property that might be used or useful in connection therewith, and shall include the Inland Properties and Additional Properties.

“Partner” means each of the Parties executing this Agreement as Limited Partners or as the General Partner and any Person substituted for a Partner pursuant to Section 5.5(e) or 9.1, or ARTICLE 11, excluding any Partner for whom another Person has been substituted pursuant to this Agreement; provided that a Partner may be both a Limited Partner and a General Partner under this Agreement.

“Partnership Entities” means any group of two or more or all of the Partnership, REIT Entities and Property Entities, as the context may apply.

“Partnership Entity” means any one of the Partnership, any REIT Entity or Property Entity, as the context may apply.

“Partnership Interest” shall have the meaning ascribed to it in the definition of “Interest”.

“Percentage Interest” means the percentage interest determined for each Partner in accordance with Section 8.3.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, trust or other entity.

“PGGM PRE Fund Additional Capital Contributions” shall have the meaning set forth in Section 6.3.

“PGGM PRE Fund Capital Commitment” shall have the meaning set forth in Section 6.1(b) of this Agreement.

“PGGM PRE Fund Capital Contribution” shall mean the sum of the PGGM PRE Fund Initial Capital Contribution and the PGGM PRE Fund Additional Capital Contributions.

“PGGM PRE Fund Initial Capital Contributions” shall have the meaning set forth in Section 6.2(a).

“PGGM PRE Fund Maximum Capital Contribution” shall have the meaning set forth in Section 6.3(f)(i).

“Post-Acquisition Financing” shall have the meaning set forth on EXHIBIT 10-D.

“Profit” and “Loss” means, for each Allocation Period, an amount equal to the Partnership’s taxable income or loss for such Allocation Period, determined in accordance with Code Section 703(a) (but including in taxable income or loss, for this purpose, all items of income, gain, loss, expense or deduction required to be stated separately pursuant to Code Section 703(a)(1)), with the following adjustments:

(a)                                  any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss pursuant to this provision shall be taken into account in computing such taxable income or loss;

(b)                                 any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code or treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profit or Loss pursuant to this provision, shall be taken into account in computing such taxable income or loss;

(c)                                  in the event the Book Value of any Partnership asset is adjusted in accordance with subparagraph (b) or subparagraph (c) of the definition of “Book Value”, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit or Loss;

(d)                                 gain or loss resulting from the disposition of any Partnership asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Book Value;

(e)                                  to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of such asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profit and Loss;

(f)                                    in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Period; and

(g)                                 notwithstanding any other provision of this definition, any items of income, gain, loss, expense or deduction that are specially allocated pursuant to this Agreement shall not be taken into account in computing Profit and Loss.

If the Partnership’s taxable income or loss for such Allocation Period, as adjusted in the manner provided above, is a positive amount, such amount shall be the Partnership’s Profit for such Allocation Period; and if a negative amount, such amount shall be the Partnership’s Loss for such Allocation Period.  The amounts of the items of Partnership income, gain, loss, expense or deduction available to be specially allocated pursuant to this Agreement shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

“Prohibited Person” shall mean any of the following:  (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by OFAC at its official website, ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in clause (i), (ii), (iii) and/or (iv) above.

“Property” and “Properties” shall mean any real property acquired by the Partnership and shall include Qualified Properties, and non-Qualified Properties.

“Property Entities” shall mean any group of two or more or all (as the context may apply) of the entities each of which is established as a Property Entity pursuant to this Agreement.

“Property Entity” shall mean a single purpose entity that is disregarded as separate from its owner for federal income tax purposes and that owns and operates an Owned Property.

“Protective Expenditures” means expenditures necessary for the preservation or operation of an Owned Property, Property Entity or REIT Entity, as the case may be, including but not limited to expenses: (i) resulting from an Emergency Situation; (ii) for the payment of real estate taxes, insurance premiums and utility charges on any Owned Property; (iii) necessary to comply with, or to cure any failure of any of the assets of the Partnership, any REIT Entity, or any Property Entity to comply with applicable laws, ordinances, regulations, orders and other legal requirements; (iv) necessary on an emergency basis for the protection or preservation of any Owned Property, or for the protection of the health and safety of the public or any employees of any Property Entity or REIT Entity; (v) necessary to comply with, or to cure any default on the part of the any Partnership Entity under any leases, loan documents, or other contracts affecting any Partnership Entity, including the payment of principal, interest and other amounts when due under any loan documents to which any Partnership Entity is a party or to which any Owned Property is subject; or (v) incurred in connection with litigation (whether as a plaintiff or as a defendant), including, but not limited to, the payment of any judgments rendered against the Partnership, any REIT Entity, or any Property Entity.

“Qualified Property” means a necessity-based, grocery-anchored or community retail shopping center meeting the Investment Guidelines described on EXHIBIT 4-B and located in the Investment Area.

“Rebated Third Party Fee” shall have the meaning set forth on EXHIBIT 10-D.

“Receipts” means, for a given period of time, a sum equal to the aggregate of all amounts actually received by or unconditionally made available to the Property Entities from or in respect of all of the Owned Properties during such period, including, without limitation:

(a)                                  all rents, percentage rents, expense reimbursements and other charges received from tenants and other occupants of the Owned Properties;

(b)                                 proceeds of rent insurance and business interruption insurance;

(c)                                  all utility or other deposits owned by and returned to the Property Entities;

(d)                                 interest, if any, earned on tenants’ security deposits or escrows to the extent unconditionally retained and security deposits to the extent applied pursuant to the provisions of the applicable leases;

(e)                                  interest, if any, earned and available to the Property Entities on any Reserves or other funds of the Property Entities, or on any escrow or other funds deposited by the Property Entities with others;

(f)                                    the amount of any net reduction of Reserves other than to pay Expenses; and

(g)                                 revenue received by the Property Entities from any other source.

Notwithstanding the foregoing, Receipts shall not include (w) amounts contributed or loaned by the Partners pursuant to this Agreement, (x) each tenant’s security deposit and interest thereon, if any, as long as the applicable Property Entity has a contingent legal obligation to return that deposit or such interest thereon, and (y) amounts arising from a Capital Event.

“REIT Agreement” means the limited liability company operating agreement governing the business and operations of a REIT Entity, in the form of the Limited Liability Company Agreement attached hereto as EXHIBIT 4-A.

“REIT Compliance Interests” means the equity interests in a REIT Entity that are issued to Persons in order to comply with the requirement of Code Section 856(a)(5) that the beneficial interests in a real estate investment trust must be held by one hundred (100) or more persons.  The terms of the REIT Compliance Interests shall be determined unanimously by the Partners.

“REIT Entity” or “REIT Entities” means any one or both of the Inland Properties REIT Entity and the Additional Properties REIT Entity.

“Regulations” means the Income Tax Regulations, including any temporary regulations, promulgated under the Code, as such Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations).

“Reserves” means the amounts of reserved cash set forth in an annual Business Plan, or otherwise reasonably determined from time to time or at any time by the General Partner to be necessary or advisable, or as required by any Secured Lender for (i) payment of debt service coming due within a reasonable future time with respect to indebtedness of the Property Entity; (ii) management, operation, improvement, maintenance, replacement or preservation of any Owned Property; (iii) payment of taxes, insurance premiums and other reasonably anticipated costs and expenses of the Partnership, the REIT Entities or the Property Entities; (iv) increases in working capital and other contingencies; (v) leasing commissions reasonably anticipated as coming due within a reasonable future time; (vi) no less than one month’s Property Management Fee; and (vi) capital expenditures as set forth in the Business Plan.  Reserves shall be determined and maintained on an aggregate basis for the foregoing amounts for all Owned Properties.

“Secured Lender” means a secured lender to a REIT Entity or Property Entity, as the case may be, pursuant to any Financing.

“Service” means the Internal Revenue Service.

“State” means the State of Delaware.

“Term” means the period commencing on the date of the filing by the Partnership of the Certificate with the Secretary of State and extending until the Partnership is terminated pursuant to Section 5.5(d).

“Terrorist” means a Person, group, entity or nation named by any Executive Order or the United States Treasury Department Office of Foreign Assets Control as a terrorist, terrorist entity, “Specially Designated National and Blocked Persons”, or other banned or blocked person, group, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control.

“Third Party Fee” shall have the meaning set forth on EXHIBIT 10-D.

“Total Equity Capitalization” means the amount determined pursuant to the formula set forth in paragraph 3 of Schedule 6.2(d).

“Transaction Documents” shall mean this Agreement, the Contribution Agreement, Property Management Agreement, REIT Agreement and any and all other agreements contemplated by the Partnership Agreement.

“Transfer” means as a noun, the transfer, sale, assignment, conveyance, gift, mortgage, pledge, hypothecation, charge or other encumbrance of a Partner’s Interest (including a direct or indirect interest in any Partner), in whole or in part, whether voluntarily or by operation of law, or the entry by a Partner into any agreement or contract to do so (that is not conditioned on any approval or other conditions required hereunder), or the consent by or permission of a Partner to any of the foregoing with respect to such Partner’s Interest (or a direct or indirect interest in such Partner), or the sufferance by a Partner of any third person to do any of the foregoing; and as a verb, to take any of the preceding actions.

“Transfer Affiliate” means, with respect to each Partner, any Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with, such Partner; or any Person in which such Partner has a direct, or indirect through one or more intermediaries, controlling interest as a partner, member, manager, general partner, principal, shareholder, beneficiary or otherwise as an owner, and with specific reference to PGGM PRE Fund also means any fund sponsored, managed or advised by PGGM Vermogensbeheer B.V.

Attached hereto as EXHIBIT 1-B is a Cross Reference Index to capitalized items used in this Agreement that are not defined in this ARTICLE 1.

ARTICLE 2

Formation of Partnership

2.1                                 Statutory Authority.  The parties hereby agree to operate the Partnership under and pursuant to the provisions of the Act.  Except as otherwise expressly provided in this Agreement, the rights and obligations of the Partnership, its Limited Partners and the General Partner shall be governed by the Act.

2.2                                 Filings.  The Partnership has been formed pursuant to the Certificate filed with the Secretary of State of Delaware on May 20, 2010, and the General Partner shall make or cause to be made such other filings and recordings and shall do or cause to be done such other acts and things conforming thereto as shall constitute compliance with all requirements for the formation and continuation of a limited partnership under the Act and, if required by applicable law, the qualification of the Partnership to transact business in such other states in which the Partnership elects to do business. The General Partner shall not make any filings or recordings with respect to the Partnership that are not required by this Agreement unless so authorized by the Limited Partners.

ARTICLE 3

Name

The name of the Partnership shall be “INP Retail, L.P.”  All of the affairs of the Partnership shall be conducted under the Partnership name.  Any change of the Partnership’s name shall require the approval of the Limited Partners.  On behalf of the Partnership, the General Partner shall execute and file with the proper offices any and all certificates required by the fictitious name or assumed name statutes of the states in which the Partnership elects to do business.

ARTICLE 4

Purpose of the Partnership

The Partnership is organized for the object and purpose of making investments in Properties in the Investment Area, owning, managing, supervising and disposing of such investments through Property Entities and REIT Entities, sharing the profits and losses therefrom

and engaging in furtherance of the foregoing in such activities necessary, incidental or ancillary thereto for which limited partnerships may be organized under the Act.

As further provided in ARTICLES 6 and 7, below, the Partnership may cause a Property Entity to acquire an Additional Property only in accordance with the Investment Guidelines attached hereto as EXHIBIT 4-B and made a part hereof (such Investment Guidelines, as they may be amended from time to time by the unanimous written approval of the Limited Partners are hereinafter called the “Investment Guidelines”), or, if not meeting the Investment Guidelines, then upon the unanimous consent of the Limited Partners, and may acquire Inland Properties.

ARTICLE 5

Offices, Records, Agents and Term of the Partnership

5.1                                 Principal Office of the Partnership.  The principal office of the Partnership shall be located at such place within the Chicago Metropolitan area as the General Partner may from time to time designate. The Partnership may have its principal office or secondary offices at such other place or places as the General Partner may from time to time designate, subject to the approval of the Limited Partners.  Initially, the principal office of the Partnership will be located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

5.2                                 Records to be Maintained.  At all times during the continuance of the Partnership, the General Partner shall cause the Partnership to keep at the Partnership’s principal office such records and information as required by this Agreement or as the Partnership may be required to maintain in accordance with the Act, which shall be subject to inspection and/or copying at the request of any Limited Partner or its legal representative (with all such copies to be made at the Partnership’s expense) during ordinary business hours, including, without limitation, the following:

(a)                                  Partner List.  A list of the full name and last known address of each Partner, setting forth the amount of cash each Partner has contributed or has agreed to contribute in the future, a description and statement of the agreed value of the other property or services each Partner has contributed or has agreed to contribute in the future and the date on which each became a Partner.

(b)                                 Certificate.  A copy of the Certificate, as amended or restated, together with executed copies of any powers of attorney under which any article, application or certificate has been executed.

(c)                                  Tax Returns.  Copies of the federal, state and local tax returns and reports of the Partnership, the REIT Entities and the Property Entities.

(d)                                 Records.  Copies of this Agreement and any amendments hereto, and of any financial statements of the Partnership, the REIT Entities and the Property Entities.

(e)                                  Other Information.  Such other information and records as are specified in the Act.

In addition to the foregoing, the General Partner shall cause the Partnership to keep at the Partnership’s principal office for inspection by the Partners, all information related to the Owned Properties and the financial records of the Partnership Entities, and shall make such information related to the Properties and financial records available to the Partners at the Partnership’s principal office on no less than two (2) Business Days prior written notice to the General Partner.

5.3                                 Registered Office and Registered Agent.  The Partnership’s registered agent for service of process required to be maintained pursuant to the Act shall be Corporation Service Company, and the address of the Partnership’s registered agent in the State of Delaware shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.  Such agent and such office may be changed from time to time by the Partners.  The Partners shall select and designate a registered office and registered agent for the Partnership in each other state in which the Partnership is required to maintain or appoint one.

5.4                                 Term of the Partnership.  The Partnership shall dissolve at the end of the Maximum Term, as defined in Section 5.5(d) (and thereafter wind up), unless sooner terminated or extended in accordance with Section 5.5 below.

5.5                                 Termination.  The Partnership shall dissolve and wind up its affairs upon the earliest to occur of the following:

(a)                                  Sale of Assets. The sale, other disposition or distribution of all or substantially all of the Partnership’s non-cash assets;

(b)                                 Expiration of Holding Periods. Upon the expiration of the Holding Period of the last Owned Property acquired by a Property Entity;

(c)                                  Dissolution by Partners.  If the Limited Partners shall execute an instrument resolving to dissolve the Partnership;

(d)                                 Maximum Term.  As of the end of a period of ten (10) years from the date of this Agreement (the “Maximum Term”); provided, however, the Limited Partners may agree to extend the Maximum Term for two (2) additional 1-year periods or such other length of time approved by the Limited Partners;

(e)                                  Removal, etc.  The bankruptcy, dissolution, withdrawal, removal for Cause or other cessation of the General Partner as a general partner of the Partnership (within the meaning of the Act) unless (i) at the time there is at least one (1) other general partner of the Partnership which is hereby authorized, and agrees, to continue the business of the Partnership or (ii) within ninety (90) days after such cessation of the General Partner to be a general partner of the Partnership, the Limited Partners agree in writing to continue the business of the Partnership without dissolution and to the

appointment, effective as of the date of such cessation, of a new General Partner, which new General Partner upon removal of the General Partner for Cause shall be appointed by PGGM PRE Fund as provided in Section 9.1(c); or

(f)                                    Judicial Dissolution.  Upon the entry of a decree of dissolution of the Partnership by the Court of Chancery of the State of Delaware.

In the event of the dissolution of the Partnership pursuant to this Section 5.5, then this Agreement generally and ARTICLE 13 in particular shall govern the conduct of the parties during the winding up of the Partnership.

ARTICLE 6

Capital Contributions

6.1                                 Capital Commitments.

(a)                                  Inland’s Capital Commitment.  Inland agrees to contribute to the Partnership the Inland Capital Contribution up to the Inland Maximum Capital Contributions in the amount, in the form and at the times set forth in Sections 6.2 and 6.3, below (the “Inland Capital Commitment”).

(b)                                 PGGM PRE Fund’s Capital Commitment.  PGGM PRE Fund agrees to contribute to the Partnership the PGGM PRE Fund Capital Contribution up to the PGGM PRE Fund Maximum Capital Contributions in the form of cash contributions in the amounts and at the times set forth in Sections 6.2 and 6.3, below (the “PGGM PRE Fund Capital Commitment”).

6.2                                 Initial Capital Contributions.

(a)                                  Initial Capital Contribution.  As the initial Inland Capital Contribution, Inland shall contribute to the Partnership (i) the Inland Equity Interests in the Property Entities owning 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 (B) cash in the amount of fifty-five percent (55%) of the costs and expenses, including

transfer taxes (the “Transfer Expenses”), payable by the Partnership in connection with the contribution of the Inland Equity Interests in such Property Entity as set forth in the related Contribution Agreement as the Inland Initial Capital Contribution and as a portion of the Inland Additional Capital Contribution, respectively.  The Inland Initial Capital Contribution and the Inland Additional Capital Contribution in respect of the Additional Inland Properties shall be valued in an amount equal to the aggregate Contribution Value of the Initial Inland Properties or the Additional Inland Properties, as the case may be, as provided in Section 6.2(d), less any remaining indebtedness secured by such Initial Inland Properties or the Additional Inland Properties, as the case may be (“Net Equity Value”), plus fifty-five percent (55%) of the amount of related Transfer Expenses.

(ii)                                  The amount of the PGGM PRE Fund Initial Capital Contribution or PGGM PRE Fund Additional Capital Contribution, as the case may be, to be made with respect to any one Contribution Agreement shall be equal to the lesser of: (A) an amount equal to forty-five percent (45%) of the Net Equity Value of the Initial Inland Properties or the Additional Inland Properties, as the case may be, contributed pursuant to such Contribution Agreement plus forty-five (45%) of the related Transfer Expenses; or (B) the amount of the PGGM PRE Fund Maximum Capital Contributions minus the sum of (x) the aggregate of the PGGM PRE Fund Initial Capital Contributions previously made pursuant to this Section 6.2 plus (y) the aggregate of the PGGM PRE Fund Additional Capital Contributions previously made pursuant to Section 6.3.

(d)                                 Contribution Value of the Inland Properties.  The “Contribution Value” of each Inland Property other than the Four ▇▇▇▇▇▇ Property, as defined in Section 6.3(a)(ii), shall be calculated pursuant to the valuation formula as set forth in paragraph 1 of the attached Schedule 6.2(d); the Contribution Value of the Four ▇▇▇▇▇▇ Property shall be determined upon PGGM PRE Fund’s selection of such Property for contribution pursuant to the formula as set forth in paragraph 2 on Schedule 6.2(d).

(e)                                  Subsequent Contribution.  With respect to each Inland Property, as of 12:00 A.M. on the Business Day immediately following the Contribution Closing Date relating to such Inland Property (the “Subsequent Contribution Closing Date”) the Partnership shall contribute such Inland Equity Interests to the Inland Properties REIT Entity.  The Inland Properties REIT Entity shall file an IRS Form 8832 (and any applicable state or local income tax election forms) to elect to be classified as a corporation for federal and applicable state and local income tax purposes, which election shall be effective on or prior to the Subsequent Contribution Closing Date relating to the first contributed Inland Equity Interests.  The applicable Contribution Closing Date and the associated Subsequent Contribution Closing Date shall be timed to occur on immediately consecutive days that are both Business Days, so that the applicable Contribution Closing Date and Subsequent Contribution Closing Date are not separated

by any non-Business Days (such as a weekend day or holiday).  The Partnership and the Inland Properties REIT Entity shall execute a contribution agreement substantially in the form agreed to by the General Partner, the Limited Partners and the Partnership as of the date hereof (each, a “REIT Contribution Agreement”).  Each REIT Contribution Agreement shall set forth, among other things:

(i)                                     the Inland Equity Interests to be contributed by the Partnership;

(ii)                                  the closing date of such contribution to the Inland Properties REIT Entity;

(iii)                               that the applicable Property Entity to be contributed by the Partnership to the Inland Properties REIT Entity will be disregarded from the Partnership for federal income tax purposes on the applicable Subsequent Contribution Closing Date, so that for federal income tax purposes the Partnership will be treated as contributing on the applicable Subsequent Contribution Closing Date the Inland Property held by that Property Entity;

(iv)                              that the contribution shall occur as of 12:00 A.M. Chicago time on the Subsequent Contribution Closing Date, and that all items of income, gain, loss, expense and deduction derived from the applicable Inland Property on and after the applicable Subsequent Contribution Closing Date shall be reported for income tax purposes solely by the Inland Properties REIT Entity and that no such items shall be reported for income tax purposes by the Partnership; and

(v)                                 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.

Within a reasonable time after the consummation of the contribution by the Partnership of the Inland Equity Interests related to the Initial Inland Properties to the Inland Properties REIT Entity, the General Partner shall take any and all steps necessary to cause the Inland Properties REIT Entity to be qualified as a Domestically Controlled REIT.

6.3                                 Additional Capital Contributions.  In addition to the Initial Capital Contributions, the Limited Partners shall make additional Capital Contributions to the Partnership (with respect to Inland, the “Inland Additional Capital Contributions”, with respect to PGGM PRE Fund, the “PGGM PRE Fund Additional Capital Contributions” and collectively, the “Additional Capital Contributions”) in accordance with their Percentage Interests as follows:

(a)                                  Selection of Additional Inland Properties.

(i)                                     During the Investment Period, PGGM PRE Fund shall have the right to select for contribution to the Partnership by Inland the Inland Equity Interests relating to one or more of the Additional Inland Properties (the Additional Inland Properties, together with the Initial Inland Properties, when and as contributed to the Partnership, collectively, the “Inland Properties” and, individually, an “Inland Property”), except as limited with respect to the Four ▇▇▇▇▇▇ Property, as defined in Section 6.3(a)(ii) below, as follows:  (x) at any time that the balance of the PIC Funds is less than $5,000,000, PGGM PRE Fund shall have the right to select an Additional Inland Property for contribution to the Partnership by Inland, provided that after giving effect to 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 ▇▇▇▇▇▇” in the attached Schedule 6.2(a)-2 (the “Four ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Property, or (B) March 31, 2011, PGGM PRE Fund may thereafter for the balance of the Investment Period, select the Four ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 operation of law, or enter into any agreement or contract to do so, or consent to or permit any of the foregoing with respect to the Inland Equity Interests, in whole or in part, in any of the Inland Property Entities, or suffer any third person to do any of the foregoing, or (B) other than in connection with a refinancing of existing Property Entity debt, consent to or permit any of the Inland Property Entities to transfer, sell, assign, convey, gift or otherwise dispose of their respective interests in the such property, or any interest therein, in whole or in part, whether voluntarily or by operation of law, or enter into any agreement or contract to do so, or consent to or permit any of the foregoing with respect to the any such property provided, however, that the foregoing shall not include the leasing of space for occupancy by a tenant.

(c)                                  Purposes of Additional Capital Contributions.  Additional Capital Contributions shall be made for the following purposes:

(i)                                     Acquisition Expense Capital Calls.  If there is a Final Approval for an acquisition of an Additional Property by the Partnership pursuant to Section 7.1 during the Investment Period, then the General Partner shall cause the Partnership to make a Capital Call for sufficient funds to enable the Partnership to pay the purchase price and all Transfer Expenses of said acquisition (collectively with Terminated Acquisition Expenses, as defined below in this Section 6.3(c)(i), “Acquisition Expenses”) in accordance with the Acquisition Budget (as defined in Section 7.1(b)) for said Property.  In addition, during the Investment Period, the General Partner shall cause the Partnership to make a Capital Call for sufficient funds to enable the Partnership to pay or reimburse the General Partner or Inland for all third party costs incurred by them as provided in Sections 7.1(c)(ii), (iii) and (v) (“Terminated Acquisition Expenses”).  The amount of each Limited Partner’s Additional Capital Contribution to be made in response to a Capital Call described in Section 6.3(a)(i) with respect to the contribution of the Additional Inland Properties and with respect to Capital Calls made pursuant to this Section 6.3(c)(i) (collectively, the “Acquisition Additional Capital Contributions”) shall be included in the calculation of the Inland Maximum Capital Contributions and the PGGM PRE Fund Maximum Capital Contributions, as the case may be,

as set forth in Section 6.3(f) and shall be included in and not exceed the Inland Maximum Acquisition Additional Capital Contributions and the PGGM PRE Fund Maximum Acquisition Additional Capital Contributions, as the case may be, as set forth in Section 6.3(f).

(ii)                                  Organizational Expense Capital Calls.  The Partnership shall pay the organizational Expenses of the Partnership (collectively, “Organizational Expenses”), as more particularly set forth and subject to the limitations contained in Section 6.6.  Upon the incurrence of Organizational Expenses as described in Section 6.6, the General Partner shall cause the Partnership to make a Capital Call during the Investment Period for sufficient funds to enable the Partnership to pay such Organizational Expenses.  The amount of each Limited Partner’s Additional Capital Contribution to be made in response to such a Capital Call (collectively, the “Organizational Expenses Capital Contributions”) shall be included in the calculation of the Inland Maximum Capital Contributions and the PGGM PRE Fund Maximum Capital Contributions, as the case may be, as set forth in Section 6.3(f).

(iii)                               Shortfall Expense Capital Calls.  At any time during the Term, the General Partner shall also make Capital Calls for the following purposes (the amounts specified in any such Capital Call, hereinafter referred to collectively as “Shortfall Expenses”):

(A)                              Operating Shortfall Capital Calls.  If the anticipated aggregate Receipts of the Property Entities during any 90-day period and the available funds of the Property Entities during such time (including any Reserves, but only for the purpose for which the applicable Reserve is maintained and including loan proceeds, but only to the extent said borrowing has been approved by the Limited Partners), are less than the Expenses of the Partnership (including, for the avoidance of doubt, funds to be used for indemnification pursuant to Section 7.4 or 9.7) and or Property Entities anticipated to be incurred during said 90-day period pursuant to the then-current annual Business Plan, then the General Partner shall cause the Partnership to make a Capital Call in the amount of the shortfall (the “Operating Shortfall”).

(B)                                Refinancing Shortfall Capital Calls.  If at any time there is (or is projected to be) a “Refinancing Shortfall” (as such term is hereinafter defined), the General Partner shall cause the Partnership to make a Capital Call in the amount of the Refinancing Shortfall.  As employed herein, the term “Refinancing Shortfall” means the amount, if any, by which the proceeds of any Financing (including the costs and expenses of obtaining said Financing) incurred for the purpose of repaying any other Financing upon the maturity of said Financing, is less than the amount required to pay off said Financing in full at such time.

(iv)                              Protective Expenditure Capital Calls.  If at any time during the Term, after paying all Expenses in accordance with the then-current annual Business Plan, the Partnership lacks sufficient funds to make Protective Expenditures, the General Partner shall cause the Partnership to make a Capital Call in the amount of such Protective Expenditures (the “Protective Expenditures”).

The amount of each Limited Partner’s Additional Capital Contribution to be made in response to a Capital Call described in Sections 6.3(a)(i), 6.3(c)(i) and (ii) shall be included in the calculation of the Inland Maximum Capital Contributions, the Inland Maximum Additional Capital Contribution, the PGGM PRE Fund Maximum Capital Contribution, and the PGGM PRE Fund Maximum Additional Capital Contribution, and the Capital Calls for Shortfall Expenses and Protective Expenditures, as the case may be, shall be included in the calculations of the Inland Maximum Capital Contributions, Inland Maximum Shortfall/Protective Capital Contributions, the PGGM PRE Fund Maximum Capital Contributions, and the PGGM PRE Fund Maximum Shortfall/Protective Capital Contributions.

(d)                                 Determination of Amount of Additional Capital Contributions.  Within ten (10) Business Days after receipt of a Capital Call from the General Partner under this Section 6.3, the Limited Partners shall make the Additional Capital Contributions.  When determining the amount of Additional Capital Contributions required to be made in response to a Capital Call, Inland shall contribute 55% and PGGM PRE Fund shall contribute 45% of the Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures set forth in such Capital Call; provided however, that the remaining balance of PIC Funds (as hereafter defined) shall be treated as funds that are available for payment of Inland’s pro-rata share of the Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures, to the extent of such remaining balance.  See illustrations below:

(i)                     Illustration 1.  The Partnership requires $100 for Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures when there is $49 of PIC Funds. Inland will be required to make an Additional Capital Contribution in the amount of $55, and $49 of PIC Funds may be used to satisfy such Additional Capital Contribution, reducing the balance of the PIC Funds to $0.  If the PIC Funds are utilized, Inland will contribute an additional $6 to complete its Additional Capital Contribution.  PGGM PRE Fund will contribute $45 as its Additional Capital Contribution in response to such Capital Call.

(ii)                  Illustration 2.  The Partnership requires $30 for Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures when there is $49 of PIC Funds. Inland will be required to make an

Additional Capital Contribution in the amount of $16.50, and a portion of the PIC Funds up to Inland’s Additional Capital Contribution may be used to satisfy same, reducing the balance of the PIC Funds to $32.50.  PGGM PRE Fund will contribute $13.50 as its Additional Capital Contribution in response to such Capital Call.

(e)                                  Capital Call by Limited Partner.  If the General Partner fails to cause the Partnership to make a Capital Call when required or authorized to do so pursuant to Section 6.3(c), above, or upon the approval of a Major Decision by the Limited Partners, and said failure shall continue for ten (10) Business Days or more following written notice to the General Partner from any Limited Partner, any Limited Partner shall have the right to cause the Partnership to make the Capital Call in question.

(f)                                    Limitation on Capital Calls.  Notwithstanding anything in Section 6.2 or this Section 6.3 to the contrary, in no event shall Inland and PGGM PRE Fund be required to make Capital Contributions to the Partnership in excess of the amounts described below in this Section 6.3(f), provided however, such Contributions may be increased pro rata in accordance with Percentage Interests by approval of the Limited Partners as a Major Decision.

(i)                                     In no event shall PGGM PRE Fund be required to make Capital Contributions to the Partnership

(A)                              for any reason, in excess of $130,000,000 (the “PGGM PRE Fund Maximum Capital Contributions”);

(B)                                for Organizational Expenses, in excess of $303,750 (the “PGGM PRE Fund Maximum Organizational Capital Contributions”);

(C)                                for Acquisition Additional Capital Contributions in excess of $125,000,000 less the PGGM PRE Fund Initial Capital Contribution (the “PGGM PRE Fund Maximum Acquisition Additional Capital Contributions”); or

(D)                               for the aggregate of Shortfall Expenses and Protective Expenditures, in excess of the lesser of (y) $5,000,000 or (z) the amount of PGGM PRE Fund Maximum Capital Contributions less the sum of the PGGM PRE Fund Initial Capital Contributions, Organizational Expenses Capital Contributions and Acquisition Additional Capital Contributions made by PGGM PRE Fund (the “PGGM PRE Fund Maximum Shortfall/Protective Capital Contributions”);

(ii)                                  In no event shall Inland be required to make Capital Contribution to the Partnership:

(A)          for any reason, in excess of $158,888,889 (the “Inland Maximum Capital Contributions”);

(B)           for Organizational Expenses, in excess of $371,250 (the “Inland Maximum Organizational Capital Contributions”);

(C)           for Acquisition Additional Capital Contributions in excess of  $152,777,778 less the Inland Initial Capital Contribution (the “Inland Maximum Acquisition Additional Capital Contributions”); or

(D)          for the aggregate of Shortfall Expenses and Protective Expenditures, in excess of the lesser of (y) $6,111,111 or (z) the amount of Inland Maximum Capital Contributions less the sum of the Inland Initial Capital Contributions, Organizational Expenses Capital Contributions, and Acquisition Additional Capital Contributions made by Inland (the “Inland Maximum Shortfall/Protective Capital Contributions”)

6.4           Failure to Contribute Capital.

(a)           Failure to Contribute.  If a Limited Partner (the “Defaulting Partner”) fails to make such Limited Partner’s Capital Contribution within the time period prescribed in the applicable Contribution Agreement or as provided in this Agreement (i.e., in response to a Capital Call), and the other Limited Partner (the “Non-Defaulting Partner”) has made its Capital Contribution in accordance with this Agreement or the applicable Contribution Agreement, the General Partner shall so inform the Defaulting Partner and the Non-Defaulting Partner within twenty (20) Business Days, and, subject to the limitations provided below, the Non-Defaulting Partner shall have the right, but not the obligation, to:

(i)       Withdraw the Capital Contribution (if the Partnership is capable of refunding such Capital Contribution) it made when the Defaulting Partner failed to make its Capital Contribution, in which event the Non-Defaulting Partner shall have no liability for failure to contribute such Capital Contribution, or designate any portion of the Capital Contribution the Non-Defaulting Partner has not withdrawn as an advance to the Partnership as a Partnership Loan; and / or

(ii)      elect to pay all or any portion of the amount due from the Defaulting Partner (the “Deficiency Amount”) to the Partnership (a “Default Contribution”), which amount may be designated by the Non-Defaulting Partner as (A) an advance directly to the Partnership as a Partnership Loan (as defined in Section 6.4(c)), or (B) designate such amount as part Capital Contribution and part Partnership Loan, in such proportion as is designated by the Non-Defaulting Partner.

These provisions shall be applicable each time that a Limited Partner shall fail to contribute a Capital Contribution as required in this Agreement and the applicable Contribution Agreement.  The Non-Defaulting Partner shall elect which of the foregoing remedies it will pursue and, if it so chooses, advance to the Partnership the Deficiency Amount, within twenty (20) days of receipt of the notice by the General Partner of the Defaulting Partner’s failure to make its Capital Contribution.  Notwithstanding the foregoing, PGGM PRE Fund may not elect to treat a Default Contribution as a Capital Contribution, if, after the application of Section 6.4(b), PGGM PRE Fund’s Percentage Interest in the Partnership would exceed 49%.

(b)           Effect on Percentage Interests and Capital Accounts.  If there is a Deficiency Amount as a result of the failure of a Defaulting Partner to make a Capital Contribution, and a Limited Partner makes a Default Contribution of all or any portion of the Deficiency Amount as a Capital Contribution for its own account pursuant to Section 6.4(a)(ii), then, effective from the date on which the Limited Partner makes any such Capital Contribution, the Percentage Interest of the Defaulting Partner immediately prior thereto shall be reduced (but not below 0%) by the number of percentage points equivalent to the fraction (the “Dilution Fraction”) obtained by dividing (i) 100% of the applicable Deficiency Amount by (ii) the aggregate amount of the Capital Contributions made by all of the Partners (including any Default Contribution treated as a Capital Contribution), and concomitantly, the Percentage Interest of the Non-Defaulting Partner (calculated after adjusting for any Capital Contributions made with respect to the Capital Call resulting in the Deficiency Amount) shall be increased by the same number of percentage points.  By way of example, suppose that all Partners had previously funded an aggregate of $100 in Capital Contributions, that a Capital Call for $100 in additional Capital Contributions is made, and that PGGM PRE Fund fails to contribute its share ($45) of said additional Capital Contributions.  If Inland elects to make a Capital Contribution of $55 and a Default Contribution treated as a Capital Contribution under Section 6.4(a)(ii) in the amount of PGGM PRE Fund’s Deficiency Amount (i.e., $45), then the Dilution Fraction would be equal to $45 (100% of the Deficiency Amount) divided by $200, or 0.225.  Thus, the Percentage Interest of PGGM PRE Fund would be reduced by 22.5 percentage points and the Percentage Interest of Inland would be increased by 22.5 percentage points.

(c)           Partnership Loan.  If the Non-Defaulting Partner shall elect to make a loan to the Partnership as provided in Section 6.4(a) above which the Partnership is liable for the repayment thereof, such loan shall be referred to as a “Partnership Loan.”  Partnership Loans shall bear interest at the Default Rate.  Interest expense incurred on any Partnership Loan shall be treated as an obligation and expense of the Partnership.  Payments on the Partnership Loans shall be made in equal monthly installments of principal and interest calculated as the Partnership Loan amount amortized over the balance of the Maximum Term (as of the date of the making of such Partnership Loan) at the rate set forth herein, provided that the balance thereof together with any accrued and unpaid interest shall be immediately due if the Partnership is terminated prior to the

expiration of the Maximum Term (subject to funds being available from the winding up and liquidation of the Partnership).  All payments shall be applied first to accrued interest and then to principal.

(d)           Acknowledgement and Agreement.  Each Limited Partner acknowledges and agrees that the other Limited Partner would not be entering into this Agreement were it not for (i) the Limited Partners agreeing to make the Capital Contributions provided for in this ARTICLE 6, and (ii) the provisions of this ARTICLE 6 that describe the consequences of being a Defaulting Partner (the “Remedy Provisions”).  Each Limited Partner acknowledges and agrees that in the event a Limited Partner fails to make its Capital Contributions pursuant to this Agreement, the other Limited Partner will suffer substantial damages and the Remedy Provisions are fair, just and equitable in all respects.  Although it is the intent of the Limited Partners that the Remedy Provisions will be fully effective without the execution of any documents or instruments by the Defaulting Partner in connection therewith, each Defaulting Partner hereby agrees that in the event the Non-Defaulting Partner exercises any of the Remedy Provisions, the Defaulting Partner shall execute and deliver such conveyances, agreements, notes, instruments or other documents which may be reasonably necessary in the judgment of the Non-Defaulting Partner to confirm and render fully effective the Remedy Provisions, including, but not limited to, any amendments to this Agreement and to the Certificate of the Partnership.

6.5           PIC Funds. The General Partner shall cause the PGGM PRE Fund Capital Contributions made in connection with (a) the contribution of the Initial Inland Properties or (b) the contribution of any Additional Inland Properties, in either event as and when contributed to the Partnership, less 45% of the Transfer Expenses payable by the Partnership in connection with such contribution (collectively, the “PIC Funds”), to be invested in interest bearing investments pending the use thereof for Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures.  The General Partner shall have sole discretion to determine the nature of such interest bearing investments.  For book and tax purposes, interest earnings on the PIC Funds shall be allocable 95% to Inland and 5% to PGGM PRE Fund.  All interest earnings on the PIC Funds shall not be considered additional PIC Funds and shall instead be distributed to Inland and PGGM PRE Fund in accordance with Section 8.5(a).  The General Partner shall apply and adjust the balance of the PIC Funds in accordance with Section 6.3(d) and this Section 6.5. The balance of the PIC Funds from time to time shall be reduced to pay (a) amounts distributed to Inland under Section 8.4 (including under Section 8.5(b)(i) by reason of Section 8.4(a)), and (b) the Transfer Expenses, Acquisition Expenses, Organizational Expenses, Shortfall Expenses or Protective Expenditures paid from PIC Funds on behalf of Inland pursuant to Section 6.3(d), (c) amounts applied pursuant to the proviso in Section 8.4(b) to satisfy Inland’s cash contribution obligations under Section 13.4, and (d) all investment losses incurred in connection with the temporary investment of the PIC Funds.  It is expressly understood that the amount of any Additional Capital Contribution by PGGM PRE Fund made in connection with the acquisition of any Additional Property shall in no circumstances constitute PIC Funds, even if (x) said Additional Capital Contribution is made

prior to the contribution of the Inland Equity Interests relating to the Inland Properties, and (y) all Inland Equity Interests in one or more of the Property Entities owning Inland Properties are never contributed to the Partnership.

6.6           Organizational Expenses.  Each Partner will bear its own legal, due diligence and other expenses associated with the organization and establishment of the Partnership except as follows:

(a)           Establishment of Partnership; Qualification of REIT Entities.  Expenses, not to exceed $675,000, associated with the establishment of the Partnership and of the qualification, as necessary, of the REIT Entities as Domestically Controlled REITs, as well as any expenses associated with the contribution of the Inland Equity Interests relating to the Inland Properties will be paid by the Partnership;

(b)           PGGM PRE Fund’s Legal Expenses.  PGGM PRE Fund shall have the right to receive reimbursement from the Partnership up to $200,000 of third party legal expenses associated with negotiating the final organizational documents of the Partnership, including but not limited to this Agreement, and the Contribution Agreement; such amount shall be a part of, and not in addition to the $675,000 limit set forth in Section 6.6(a);

(c)           PGGM PRE Fund’s Due Diligence Expenses.  PGGM PRE Fund shall have the right to reimbursement from the Partnership of up to $275,000 of third party legal and business due diligence costs incurred in connection with the Inland Properties and Additional Properties, such amount to be a part of and not in addition to, the $675,000 limit set forth in Section 6.6(a);

(d)           Inland’s Legal and Other Expenses.  Inland shall have the right to reimbursement from the Partnership of up to $200,000 of expenses comprised of any of the following: (i) third party legal expenses associated with the drafting and negotiating the organizational documents of the Partnership, including but not limited to this Agreement, (ii) the qualification, as necessary, of the REIT Entities as Domestically Controlled REITs, and (iii) the payment of any commission based fee owed or payable to Inland Institutional Capital Partners or its Affiliate as a result of the transactions contemplated by this Agreement, in all cases such amounts to be a part of, and not in addition to, the $675,000 limit set forth in Section 6.6(a);

(e)           Exceeding Limits.  To the extent legal, due diligence and other expenses associated with the establishment of the Partnership and of the qualification, as necessary, of the REIT Entities as Domestically Controlled REITs, exceed either Partner’s limits as noted above, such expenses shall be for the account of the party exceeding the limit; and

(f)            Real Property and Other Transfer Taxes.  All real property and other transfer taxes and costs connected with the Inland Initial Capital Contribution shall be Partnership Expenses, but shall not be subject to the $675,000 overall limit set forth in

Section 6.6(a), or to individual Limited Partner limits set forth in Sections 6.6(b), (c) and (d), above.

6.7           No Other Commitments.  Except as set forth herein or as required by the Act, no Partner shall be assessed for, or shall have the right to make, additional Capital Contributions to the Partnership.

ARTICLE 7

Additional Properties to be Acquired; Operation of the Partnership

7.1           Additional Properties to be Acquired.

(a)           Acquisition of Additional Properties.  During the Investment Period, the Partnership shall seek to acquire additional Properties from non-Affiliate third parties.  The Partnership may consider for acquisition Properties that meet the Investment Guidelines in the Investment Area (each, a “Qualified Property”) and Properties that are not Qualified Properties (each, a “non-Qualified Property”).  Title to any additional Property acquired by the Partnership (each, if acquired by the Partnership, an “Additional Property”) shall be held as described in Section 7.1(f).  Provided that the Exclusive Acquisition Right described in Section 7.1(b) has not terminated as provided therein, Inland will use commercially reasonable efforts to identify Qualified Properties, and may, in its sole discretion, propose the acquisition of a non-Qualified Property.

(b)           Exclusive Acquisition Right.  The Partnership, and not the Partners acting on their own behalf, shall have the exclusive right (the “Exclusive Acquisition Right”) to acquire any Qualified Property identified by Inland or the General Partner; provided however that such Exclusive Acquisition Right shall terminate and thereafter Inland shall not be required to present any Property (either Qualified or non-Qualified) for potential acquisition by the Partnership if on three (3) occasions during any twelve (12) consecutive month period any of the following occurs (each a “Qualified Property Rejection”):

(i)            PGGM PRE Fund chooses not to consent to the acquisition of a Qualified Property during the Initial Approval Period following the delivery of an Initial Notice (as defined in Section 7.1(c)(ii), below);

(ii)           Except as provided in Section 7.1(c)(iv) or 7.1(e), PGGM PRE Fund withdraws its consent to the acquisition of a Property after having given its Initial Approval following the delivery of an Initial Notice; or

(iii)          PGGM PRE Fund’s refusal to consent to the acquisition of a Property after (A) the submission of a Disagreement relating to such Property under clause (b) or (c) of the definition of “Disagreement” to an arbitrator, and (B) the arbitrator’s determination that the Property meets, or continues to meet the

Investment Guidelines, or that a Material Adverse Effect or Material Change does not exist, as the case may be.

Upon the termination of the Exclusive Acquisition Right, Inland and the General Partner shall no longer be required to propose Qualified Properties to the Partnership for acquisition.

(c)           Approval Process.

(i)            Initial Identification.  Upon Inland’s or the General Partner’s identification of a Property for potential acquisition by the Partnership, the General Partner shall provide the Limited Partners with a narrative summary of the Property, a description of whether it fits the Partnership’s Investment Guidelines and a brokerage package which shall include general information identifying the Property including location and square footage and any such additional information as is made available to the public by the listing broker with respect to such Property (collectively, the “Brokerage Package”).  The Limited Partners shall have seven (7) Business Days from the receipt of the Brokerage Package to approve the Partnership’s further investigation into the acquisition of the subject Property.  If PGGM PRE Fund rejects the proposed acquisition of the Property, Inland or its Affiliates may acquire such Property with no further obligation to the Partnership or the other Limited Partner.  Inland and the General Partner, as applicable, shall be responsible for its own expenses incurred in identifying Properties to propose to the Partnership for acquisition and the submission of the Brokerage Package.

(ii)           Initial Notice. If the Limited Partners consent to Inland’s or the General Partner’s further investigation into the acquisition of a Property pursuant to Section 7.1(c)(i), the General Partner or Inland shall obtain such further information as the General Partner reasonably deems material with respect to the consideration of such Property for acquisition, and shall deliver to the Limited Partners a written notice containing such information (the “Initial Notice”); provided however that an Initial Notice shall at a minimum contain:  (A) an acquisition budget relating to the Property, including acquisition price and projected acquisition costs and expenses (an “Acquisition Budget”), (B) a cash flow analysis, (C) demographic information, (D) real property information and location, (E) tenant profile and sales information, (F) any known environmental or title issues related to the Property, (G) expected Capital Contributions with respect to such acquisition and (H) expected capital structure and financing, all in reasonable detail.  Within seven (7) Business Days from the receipt by the Limited Partner of the Initial Notice (“Initial Approval Period”), each Limited Partner shall advise the General Partner in writing of its initial approval or disapproval of the acquisition of the subject Property based upon the Initial Notice; provided, however, that if a Limited Partner fails to provide written approval or disapproval with five (5) Business Days of its receipt of the Initial

Notice, the General Partner shall provide such Limited Partner with a notice containing reminder of the pending Initial Approval Period termination, and provided further that if a Limited Partner fails to provide a written notification within such Initial Approval Period, such Limited Partner shall be deemed to have disapproved of the acquisition of such Property.  Subject to the proviso in the last sentence of Section 7.1(c)(v), the Partnership shall pay or reimburse the General Partner or Inland for their third party costs incurred in submitting the Initial Notice to the Limited Partners.  PGGM PRE Fund’s disapproval of an acquisition of a Qualified Property as permitted by this Section 7.1(c) shall constitute a Qualified Property Rejection and shall count against the three (3) occasion limit set forth in Section 7.1(b).

(iii)          Due Diligence.  After the Limited Partners approve the acquisition of a Property under Section 7.1(c)(ii) (the “Initial Approval”) the General Partner shall engage consultants and professionals at the expense of the Partnership, as appropriate, from lists of consultants and professionals approved by the Limited Partners, to perform legal, business and physical due diligence on behalf of the Partnership, and said consultants and professionals shall permit the Partners to rely on their reports.  In addition, the Partnership and the General Partner shall be authorized to take such actions and incur such reasonable expenses as the General Partner determines to be necessary to control the Property and analyze the investment opportunity, secure governmental approvals and financing commitments with respect to the subject Property and, subject to the proviso in the last sentence of Section 7.1(c)(v), the Partnership shall pay or reimburse the General Partner or Inland for their third party costs in taking such actions.

(iv)          Final Review.  Upon substantial completion of due diligence as deemed necessary or advisable by the General Partner, the General Partner shall deliver to the Limited Partners final review materials setting forth the results of such due diligence investigation regarding the Property that the General Partner deems reasonably material with respect to the consideration of such Property for acquisition (the “Board Package”).  Inland makes no representations as to the veracity of the materials or the contents thereof, which shall be submitted to the Limited Partners for information purposes only.  A Limited Partner may, by written notice to the General Partner, withdraw its Initial Approval within three (3) Business Days from receipt of the Board Package if there has been a Material Change (as herein defined) to the terms of the acquisition of the subject Property from the date of the Initial Approval until the delivery of the Board Package or there exists any other fact, circumstance or condition that such Limited Partner reasonably expects to have a Material Adverse Effect on the subject Property including, without limitation, with respect to environmental or title matters.  Withdrawal of PGGM’s Initial Approval of a Qualified Property as permitted by the preceding sentence shall not constitute a Qualified Property

Rejection and shall not count against the three (3) occasion limit set forth in Section 7.1(b).  For purposes hereof, a “Material Change” shall mean any one or more of the following: (i) an increase to the financing necessary for the acquisition of the Property in excess of ten percent (10%) above the financing described in the Initial Notice; or (ii) an event or circumstance which has or can reasonably be expected to have a Material Adverse Effect on the return on investment with respect to such Property, including without limitation, adverse revisions to the Acquisition Budget or adverse changes in the rent rolls.  If the Limited Partners do not agree as to whether there has been a Material Change or Material Adverse Effect, they may arbitrate such Disagreement pursuant to the terms of Section 10.9.

(v)           Consent of the Limited Partners.  In the event that the Limited Partners fail to issue the Initial Approval or Final Approval with respect to any Property within the time period set forth in this Agreement, or if either Inland or PGGM PRE Fund terminates the Partnership’s efforts to acquire a Property by delivering written notice pursuant to the provisions of Section 7.1(c)(iv) above or Section 7.1(e) below, the Property shall be deemed rejected by the Partnership and the Partnership shall not acquire the Property, and Inland or any Affiliate of Inland shall be free to acquire the Property for its own account in accordance with the material terms and conditions described in the Initial Notice or Board Package as the case may be.  At such time as the Initial Approval, with respect to a Qualified Property is not given or is withdrawn, the General Partner shall be reimbursed all reasonable costs and expenses incurred in evaluating and controlling such Property, including, but not limited to, all of the ordinary and customary out-of-pocket third-party costs associated with the review and acquisition of such Property and paid to entities that are not Affiliated with either Limited Partner or the General Partner, including, but not limited to, such costs as due diligence, engineering and environmental inspections and reports, outside legal counsel retained by the Partnership, non-refundable ▇▇▇▇▇▇▇ money deposits, and legal fees (at or below market rates) paid to any other counsel retained by the Partnership; provided that if Inland or and Inland Affiliate purchases such Property, Inland shall pay or reimburse the Partnership or the General Partner for all such costs and expenses.

(d)           Obligation upon Final Approval.  Upon the lapse of the three (3) Business Days after receipt of the Board Package without a Limited Partner having withdrawn its Initial Approval, the Limited Partners shall be deemed to have approved the Property (the “Final Approval”) and the Limited Partners shall be obligated to contribute their share of the Capital Contributions needed to consummate such acquisition, to the extent and in the relative percentages set forth in Sections 6.1, 6.2, and 6.3 above, and the General Partner shall specify in the applicable Capital Call the conditions and the time when such amounts are due and payable under any letter of intent or agreement of purchase and sale, including, without limitation, the funding of any

▇▇▇▇▇▇▇ money deposits and earn-outs, which earn-outs may be required to be funded to an escrow at closing of an acquisition or at a point in time after such closing.

(e)           Investment Guidelines.  Notwithstanding anything to the contrary set forth herein, other than with respect to a non-Qualifying Property that is the subject of an Initial Approval, if at any time prior to the expiration of any due diligence period under any letter of intent or agreement for purchase and sale with any third party, Inland determines in good faith and in its reasonable discretion that the subject Property no longer satisfies the Investment Guidelines, other than with respect to a non-Qualifying Property that is the subject of an Initial Approval then Inland shall have the unilateral right to terminate the letter of intent or agreement of purchase and sale and the Partnership shall not acquire the Property, notwithstanding any prior approvals or consents to such acquisition which have been provided by the Limited Partners, and if Inland so elects to terminate, shall provide the General Partner with written notice of same.  In such event, the General Partner shall either terminate the letter of intent or agreement for purchase and sale, if any, or in the alternative, with PGGM PRE Fund’s consent, assign such letter of intent or agreement for purchase and sale to Inland or an Affiliate of Inland, and Inland or the Affiliate of Inland shall be free to acquire the subject real property for its own account, in which event Inland shall pay or reimburse the Partnership for all costs and expenses as provided in Section 7.1(c)(v).  Further, if at any time prior to the expiration of any due diligence period under any letter of intent or agreement for purchase and sale with any third party, PGGM PRE Fund determines in good faith and its reasonable discretion that the subject Property no longer satisfies the Investment Guidelines, other than with respect to a non-Qualifying Property that is the subject of an Initial Approval, then PGGM PRE Fund shall have the unilateral right to require the Partnership not to acquire the subject real property, notwithstanding any prior approvals or consents to such acquisition which has been provided by the Limited Partners, and if PGGM PRE Fund so elects to terminate, it shall provide the General Partner with written notice of same.  In such event, the General Partner shall either terminate the letter of intent or agreement for purchase and sale, or in the alternative, assign such letter of intent or agreement for purchase and sale to Inland or an Affiliate of Inland, and the Affiliate of Inland shall be free to acquire the Property for its own account, in which event Inland shall pay or reimburse the Partnership for all costs and expenses as provided in Section 7.1(c)(v).  In the event either Limited Partner terminates the Partnership’s right to acquire a Property as provided in this Section 7.1(e), subject to Section 7.1(c)(v), all third party costs incurred by Inland or the General Partner up to the date of such termination shall be reimbursed by the Partnership within ten (10) days after such termination or ten (10) days after receipt of an invoice therefore, whichever is later.  Inland’s or PGGM PRE Fund’s termination of the acquisition of a Property that both Limited Partners agree in their reasonable judgment, in writing, no longer meets the Investment Guidelines shall not count against the three (3) Property turn-down limit for termination of the Partnership’s Exclusive Acquisition Right described in Section 7.1(b).  If the Limited Partners are unable to agree as to whether a Property (other than to a non-Qualifying Property that is the subject of an Initial Approval) no longer meets the

Investment Guidelines, they may arbitrate such Disagreement pursuant to the terms of Section 10.9.

(f)            Title to Properties.  Title to each of the Additional Properties acquired by the Partnership shall be held in a separate Property Entity that is disregarded as separate from its owner for federal income tax purposes, and one hundred percent (100%) of the equity ownership interests of all Property Entities owning Additional Properties will be held by the Additional Properties REIT Entity.  The Partnership shall be the owner of all of the outstanding equity interests in the Additional Properties REIT Entity other than the REIT Compliance Interests in the Additional Properties REIT Entity.  Except to the extent that the holder of any Financings (as defined herein) may require that said Property Entity or Additional Properties REIT Entity also have an independent manager for the purpose of providing the lender with bankruptcy protection, Inland or an Inland Affiliate will be the manager of each Property Entity and the Additional Properties REIT Entity.  All cash flow distributions from the Additional Properties REIT Entity to the Partnership shall be characterized as Net Ordinary Cash Flow or Net Extraordinary Cash Flow of the Partnership in accordance with the terms of this Agreement and shall retain such characterization for all purposes hereunder, including, but not limited to, distributions to Partners.

(g)           No Warranty or Guaranty.  Neither Inland or the General Partner make, or shall be deemed to make, any representation, warranty, covenant or guaranty hereunder regarding the Properties, including, without limitation, that (i) any or all of the Properties presented for approval hereunder satisfies the Investment Guidelines; or (ii) that any or all of the Properties which may hereafter be acquired by the Partnership will continue to satisfy the Investment Guidelines or will generate, individually, or in the aggregate, any level of return. Notwithstanding anything to the contrary herein, this Section shall not be deemed to exculpate Inland or the General Partner with respect to any other breach of this Agreement or any other agreement.

(h)           Inland Acquisition Fee.  Inland shall be paid an acquisition fee (the “Acquisition Fee”) equal to twenty-five (25) basis points multiplied by the equity portion of the purchase price of the Additional Property, to be paid at closing of the purchase of each Additional Property.

(i)            End of the Investment Period.  At the end of the Investment Period, the Partnership shall cease to acquire Additional Properties, provided that it shall complete any transactions to acquire Additional Properties for which it has become contractually bound during the Investment Period.

(j)            Definitive Purchase Agreement.  Each Additional Property shall be conveyed to the Property Entity described in Section 7.1(f) pursuant to a definitive purchase agreement containing standard and customary terms and provisions, representations, warranties, indemnities, and closing conditions; provided however, that if such Additional Property is to be acquired pursuant to an auction, foreclosure or other

non-negotiated sale transaction, then the consummation of the conveyance thereof shall take place pursuant to the terms and conditions of such auction, foreclosure or other non-negotiated sale transaction.

7.2           Partnership Limits on Debt Financing.  Except as provided in Section 7.5, other than refinancing of debt balances, the Partnership shall not obtain any Financing and the Property Entities and the REIT Entities may not obtain any Financing unless agreed to in advance by the Limited Partners on terms acceptable to them in their sole discretion.  Except as provided in Section 7.4, the Partnership shall not guaranty any indebtedness.

7.3           Property Entity Debt Financing.  It is anticipated the Financing for the acquisition of an Owned Property will be incurred by the Property Entity acquiring or owning the Owned Property.  In order to accommodate the intent of this Agreement, the Partnership, each REIT Entity and each Property Entity will use their commercially reasonable efforts to insure that the loans on all Owned Properties will permit the following:

(a)           a purchase or sale by Inland of an Owned Property, or a purchase or sale by Inland or PGGM PRE Fund of a Partnership Interest without the due on sale loan provisions being triggered and without paying a prepayment penalty or assumption fee;

(b)           the assumption of the loan by the Limited Partner purchasing an Owned Property or the other Limited Partner’s Partnership Interest; and

(c)           the release of the applicable Property Entity and REIT Entity from their obligations on the loan in either of the events in (a) or (b) above.

7.4           Required Guaranties.

(a)           Partnership.  In the event a lender requires a guaranty for a loan on an Owned Property, the Partnership agrees that it will be obligated to execute a non-recourse carve out guaranty only.

(b)           Partners.  No Partner shall be obligated to provide a guaranty to any lender or other party or otherwise to use or pledge its credit in connection with any Financing on behalf of or in connection with the Partnership, any REIT Entity, any Property Entity or any Owned Property.  Nonetheless, in the event a Partner provides a non-recourse carve out guaranty for a Financing with respect to the Partnership, a REIT Entity, Property Entity or an Owned Property the Partnership shall, to the fullest extent permitted by law indemnify and hold the Partner executing such guaranty, and its directors, officers, shareholders, partners, members, managers, general partners, employees and agents, or any of them, harmless from any and all claims, demands, actions, losses, liabilities, costs or expenses (including reasonable attorneys fees) arising out of or in connection with all obligations or liabilities of the guaranty; and provided further, in the event such claim, demand, action, loss, liability, cost or expense (including reasonable attorneys’ fees) arises due to the fraud, bad faith, willful misconduct or breach

of an obligation such Partner, such Partner shall indemnify and hold the other Partners, the Partnership, the Property Entities and the REIT Entities, as applicable, and their directors, officers, shareholders, partners, members, managers, general partners, employees or agents, or any of them, harmless from any and all claims, demands, actions, losses, liabilities, costs or expenses (including reasonable attorneys’ fees) arising out of or in connection with such fraud, bad faith, willful misconduct or breach of an obligation by such Partner.

7.5           Limitations on Financing.  The Partnership will target an overall loan-to-total-value ratio of 30% with a maximum of 40% during the first year of the Term, and an overall loan-to-value of 40% with a maximum of 50% for the remaining Term of the Partnership.  Only long term, fixed rate, non-recourse first mortgage debt at the Owned Property or Property Entity level with a yield spread of at least 150 basis points below the Owned Property yield at the time the mortgage indebtedness is occurred shall be utilized, unless otherwise agreed by the Limited Partners.  The foregoing maximum loan-to-value ratios shall be determined with respect to the portfolio of Owned Properties, in the aggregate, and any one Owned Property or group of Owned Properties less than the entire portfolio may exceed the maximum loan-to-value ratios set forth above.  During the Investment Period, the Partnership will acquire Additional Properties free and clear of any debt, except when the unlevered initial yield would be less than 8%, or when the Partners unanimously determine pursuant to EXHIBIT 10-A (Major Decisions) that retaining debt in place or procuring new Financing with respect to an Additional Property at the time of or subsequent to the purchase is advantageous to the Partnership.  Inland or an Affiliate of Inland, will be entitled to receive a fee (the “Financing Fee”) for any new mortgage loans that such party arranges for an Owned Property equal to twenty-five (25) basis points multiplied by the amount of the Financing.  In the alternative, if an unaffiliated third party bank is utilized to arrange Financing, such party will be compensated at a standard market rate, or at a rate otherwise agreed to by the Limited Partners, and such compensation will be an expense of the Partnership.  The payment of the Financing Fee shall be as further set forth in EXHIBIT 10-D.

7.6           Determination of Holding Period.  The Limited Partners shall agree to a holding period to be assigned with respect to each of the Inland Properties and the Additional Properties (each, a “Holding Period”) which Holding Period shall be assigned as of the date of contribution (with respect to an Inland Properties) or acquisition (with respect to an Additional Property), shall be for a period of time determined by the Limited Partners, not to exceed the balance of the Maximum Term, and, if not agreed to on or prior to the date of contribution or acquisition, as the case may be, shall be for a period of time equal to the balance of the Maximum Term, as same may be extended from time to time pursuant to Section 5.5(d).

ARTICLE 8

Accounting; Distributions; Tax Matters

8.1           Books of Account.  At all times during the continuance of the Partnership, the General Partner shall cause proper and true books of account to be maintained in conformity with GAAP wherein there shall be entered particulars of all monies, goods or effects belonging

to or owing to or by the Partnership, the REIT Entities, and the Property Entities, or paid, received, sold or purchased in the course of their respective activities, and all of such other transactions, matters and things relating to them as are usually entered in books of account kept by persons engaged in activities of a like kind and character.  All reports prepared pursuant to this ARTICLE 8 shall be prepared separately for each REIT Entity and also on a consolidated basis for the Partnership.

8.2           Financial Statements, Reports and Tax Returns.

(a)           Reports as to each Owned Property.  EXHIBIT 8 attached hereto sets forth the financial statements and financial information which shall be delivered to the Limited Partners by the General Partner with respect to the Owned Properties, REIT Entities and Property Entities (the “Financial Statements”) on a quarterly basis.  On a quarterly basis, in addition to the accrual basis financial statements to be prepared for each Owned Property, the General Partner shall provide to the Partners Financial Statements with respect to all of the Owned Properties with necessary support, as reasonably requested, along with a detailed leasing status report and report of major variances between budget and actual.  All quarterly Financial Statements shall be delivered to the Partners within forty-five (45) days after the end of the quarter.

(b)           Quarterly Partnership Reports.  As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of the Partnership, the Partnership shall deliver to each Partner the consolidated and consolidating balance sheets of the Partnership, the REIT Entities and the Property Entities, as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income, Partners’ equity and cash flow for such fiscal quarter and for the period from the beginning of the then current Fiscal Year of the Partnership to the end of such fiscal quarter as well as the other reports and information described on EXHIBIT 8 attached hereto.

(c)           Annual Financial Statements.  The Partnership’s books of account shall be closed as soon as practicable after the close of each Fiscal Year and within forty-five (45) days from the approval of the Partnership’s annual book of accounts by an independent auditor, and not later than within one hundred twenty (120) days from the end of the Fiscal Year to which the annual accounts relate, the Partnership shall deliver to each Partner the consolidated and consolidating balance sheets of the Partnership, the REIT Entities and the Property Entities as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, Partners’ equity and cash flow for such Fiscal Year.  An annual audit shall be performed at the expense of the Partnership in accordance with GAAP by KPMG or such other independent certified public accounting firm approved by the Limited Partners (such initial firm of accountants, or any replacement firm so selected, the “Accountants”), which final audited financial statement shall be delivered no more than seventy-five (75) days after the end of the Fiscal Year, as well as the reports set forth on EXHIBIT 8.  Such financial statements shall include certification by the General Partner that any and all distributions made by

the Partnership were made in accordance with the terms of this Agreement, and a verification thereof by the Accountants.

(d)           Tax Returns.  The General Partner shall cause to be prepared and delivered to the Partners within one hundred five (105) days after the close of each Fiscal Year, subject to such filing extensions as reasonably requested by the General Partner, the income tax returns for the Partnership, the REIT Entities and, if applicable, the Property Entities, including the Schedules K-1 issued by the Partnership, which can be used by the Partners for tax reporting purposes.  The General Partner shall be responsible for engaging the Accountants to prepare and file all federal, state and local tax returns on behalf of the Partnership, the REIT Entities and the Property Entities and all costs of preparing the audited financial statements and other reports to which this Section 8.2 refers and such tax returns shall be an expense of the Partnership.

(e)           Appraisals.  The Owned Properties shall be appraised as described on EXHIBIT 11.5-A and the Fair Market Values determined as described on such exhibit shall be reflected in the Financial Statements and reports required by EXHIBIT 8 and this Section 8.2.

8.3           Percentage Interests.  The “Percentage Interest” of each Partner at any time shall be a percentage calculated as follows:

(a)           Initial Percentage Interests.  The initial Percentage Interests of the Partners shall be as set forth in the definition of “Initial Percentage Interest.”

(b)           Adjustments to Percentage Interests.  The Percentage Interests of the Limited Partners are expected to remain the same throughout the term of the Partnership; provided, however, the Percentage Interests shall be modified to reflect any additional Capital Contributions made by any Limited Partner, including in the event a Limited Partner makes a Default Contribution deemed a Capital Contribution pursuant to Section 6.4(a), in which event the Percentage Interests of the Partners shall be adjusted on the basis set forth therein; and provided further the Percentage Interest of PGGM PRE Fund may be reduced upon the closing of the exercise of the Options as provided and as such term is defined in Section 11.5.

8.4           Distribution of PIC Funds.  The General Partner shall distribute the PIC Funds, to the extent that the PIC Funds have not been applied pursuant to Section 6.3(d) to satisfy Inland’s Capital Contribution obligations, as follows (provided, however, that the PIC Funds may not be distributed to the extent that the PIC Funds are then required to be used to satisfy Inland’s Capital Contribution obligations pursuant to Section 6.3(d) or its cash contribution obligations pursuant to Section 13.4):

(a)           In the event of a Capital Event, the PIC Funds shall be used to fund the distribution to Inland pursuant to Section 8.5(b)(i) and shall be deemed to be Net Extraordinary Cash Flow for purposes of Section 8.5(b) when so applied; and

(b)           all PIC Funds remaining upon the earlier to occur of (i) the termination of the Investment Period or (ii) the liquidation of the Partnership shall be distributed to Inland; provided, however, that if there are PIC Funds remaining upon the liquidation of the Partnership and Inland requests, pursuant to Section 13.4, an in kind distribution from the Partnership having an aggregate Fair Market Value greater than Inland’s pro rata share (based on the respective Percentage Interests of Inland and PGGM PRE Fund) of the Fair Market Value of the Partnership’s non-PIC Fund assets, the remaining PIC Funds shall first be applied to satisfy Inland’s obligation under Section 13.4 to contribute to the Partnership such excess amount in cash and the remaining PIC Funds, if any, shall then be distributed pursuant to this Section 8.4(b); and, provided, further, that if the remaining PIC Funds are insufficient to fully satisfy Inland’s obligation under Section 13.4 to contribute such excess amount, Inland shall contribute additional cash to the Partnership so that Inland’s obligation under Section 13.4 to contribute cash to the Partnership is satisfied in full.

8.5           Distributions of Cash Flow.

(a)           Distribution of Net Ordinary Cash Flow.  Net Ordinary Cash Flow shall be distributed on a monthly basis within fifteen (15) days after the end of the month for which such Net Ordinary Cash Flow is being determined.  Net Ordinary Cash Flow shall be distributed to the Partners according to their Percentage Interests; provided, however, that all interest derived from the temporary investment of the PIC Funds in interest bearing instruments pending their application or distribution shall be distributed 95% to Inland and 5% to PGGM PRE Fund at the same time as the Partnership makes distributions of Net Ordinary Cash Flow.  For the avoidance of doubt, the PIC Funds do not constitute Net Ordinary Cash Flow and shall be applied or distributed, as applicable, in accordance with Sections 6.3(d) and 8.4.

(b)           Distribution of Net Extraordinary Cash Flow.  Net Extraordinary Cash Flow shall be distributed within ten (10) days of the Capital Event from which the Net Extraordinary Cash Flow is derived (i) first, to Inland an amount equal to the balance of the PIC Funds; (ii) second, the balance to and among the Partners pro rata according to their Percentage Interests.

(c)           Repayment of Loans.  Prior to the distribution by the General Partner of any Net Ordinary Cash Flow or Net Extraordinary Cash Flow to the Partners, the General Partner shall cause the entire outstanding principal amount and any accrued and unpaid interest on any Partnership Loan made by Limited Partners to the Partnership to be repaid in full from the distributive share that would have otherwise been distributed to the Defaulting Partner.

(d)           Restrictions on Distributions.  Notwithstanding the distributions contemplated by this Section, if the Partnership has creditors, no distribution will be made if, after giving effect to such distribution, (i) the Partnership would be unable to pay its debts as they become due in the usual course of business, (ii) the net assets of the

Partnership would be less than zero, or (iii) the Partnership would be in violation of Section 17-607 of the Act.

8.6           Capital Accounts; Allocation of Profits and Losses; Etc.  The agreement of the Partners concerning the maintenance of Capital Accounts, allocation of Profits, Losses, and items of Partnership income, gain, loss, expense and deduction, and other related tax matters is set forth below:

(a)           Maintenance of Capital Accounts.  A separate Capital Account shall be established and maintained for each Partner in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv) and the following provisions:  (i) to such Partner’s Capital Account there shall be credited the amount of cash and the initial Book Value of any other property contributed by that Partner to the Partnership, such Partner’s distributive share of Profits and items of income or gain specially allocated under this Agreement and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by any assets of the Partnership distributed to such Partner; (ii) to such Partner’s Capital Account there shall be debited the amount of cash and the Book Value of any other property of the Partnership distributed to such Partner, such Partner’s distributive share of Losses and items of loss, expense and deduction specially allocated under this Agreement and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership; and (iii) in determining the amount of any liability for purposes of this Section 8.6(a), there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and the Regulations.  This Section 8.6(a) shall be interpreted and applied in a manner consistent with Regulations Section 1.704-1(b)(2)(iv).  Upon the transfer of all or a part of an interest in the Partnership, the transferee shall succeed to that portion of the Capital Account of the transferor that is attributable to the transferred interest.

(b)           Allocations of Profits and Losses.

(i)       General Allocations of Profits and Losses.  Except as otherwise provided in Section 8.6(b)(ii), Profits and Losses of the Partnership for each Allocation Period shall be allocated to the Partners in accordance with their Percentage Interests.

(ii)      Allocation of Income and Loss from the PIC Funds.  All interest income derived from the temporary investment of the PIC Funds shall be allocated 95% to Inland and 5% to PGGM PRE Fund.  Losses derived from the PIC Funds shall be allocated 95% to Inland and 5% to PGGM PRE Fund.

(c)           Special Allocations, Etc.  The Partnership shall make the following allocations, in the following order of priority, prior to making any allocations under Section 8.6(b) for any Allocation Period.

(i)            Chargebacks of Nonrecourse Deductions.  Notwithstanding any other provision of this Agreement to the contrary, in the event that there is a net decrease in partnership minimum gain (as that term is defined in Regulations Section 1.704-2(b)(2)) with respect to the Partnership during a taxable year of the Partnership, the Partners shall be allocated items of income and gain in accordance with Regulations Section 1.704-2(f).  The preceding sentence is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted and applied in a manner consistent therewith.

(ii)           Chargebacks of Partner Nonrecourse Deductions.  Notwithstanding any other provision of this Agreement, if during a taxable year of the Partnership there is a net decrease in partner nonrecourse debt minimum gain (as that term is defined in Regulations Section 1.704-2(i)(2)), that decrease shall be charged back among the Partners in accordance with Regulations Section 1.704-2(i)(4).  The preceding sentence is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted and applied in a manner consistent therewith.

(iii)          Qualified Income Offset.  In the event any Partner unexpectedly receives any adjustment, allocation, or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), Regulations Section 1.704-1(b)(2)(ii)(d)(5), or Regulations Section 1.704-1(b)(2)(ii)(d)(6) that causes that Partner to have an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c)(iii) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this ARTICLE 8 have been tentatively made as if this Section 8.6(c)(iii) were not in this Agreement.  This Section 8.6(c)(iii) is intended to comply with the “qualified income offset” requirement in Regulations Section 1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith.

(iv)          Limitation on Loss Allocations.  The Losses allocated to any Partner pursuant to Section 8.6(b) with respect to any Allocation Period shall not exceed the maximum amount of Losses that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of such Allocation Period.  All Losses otherwise allocable to a Partner in excess of the limitation set forth in this Section 8.6(c)(iv) shall be allocated (A) first, to those Partners who are not subject to this limitation in accordance with Section 8.6(b), and (B) second, any remaining amount to the Partners in the manner required by the Code and the Regulations.

(v)           Section 743(b) and Section 734(b) Adjustments.  To the extent that an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Code Section 743(b) or Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or, in the case of a distribution to a Partner in complete liquidation of its interest in the Partnership, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to which such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(vi)          Nonrecourse Deductions.  Nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1)) shall be allocated to the Partners in proportion to their respective Percentage Interests.

(vii)         Partner Nonrecourse Deductions.  Any partner nonrecourse deductions (as defined in Regulations Section 1.704-2(i)(1)) shall be allocated to the Partner who (in its capacity, directly or indirectly, as lender, guarantor or otherwise) bears the economic risk of loss with respect to the loan to which such partner nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i).

(viii)        Regulatory Allocations.  The allocations set forth in Sections 8.6(c)(iii) and 8.6(c)(iv) are intended to comply with certain requirements of the Regulations.  It is the intent of the Partners that, to the extent possible, all such allocations shall be offset as rapidly as possible with special allocations of other items of income, gain, loss, expense, or deduction of the Partnership.  Therefore, subject to the other provisions of this Section 8.6(c), such offsetting special allocations of income, gain, loss, expense, or deduction of the Partnership shall be made so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the greatest extent possible, equal to the Capital Account balance such Partner would have had if Sections 8.6(c)(iii), 8.6(c)(iv), and 8.6(c)(viii) were not part of this Agreement and all items of the Company were allocated pursuant to Sections 8.6(b), 8.6(c)(i), 8.6(c)(ii), and 8.6(c)(v) - 8.6(c)(vii).

(ix)           Section 704(c) and Capital Account Revaluation Allocations.  In accordance with Section 704(c) of the Code and the “traditional method” of Regulations Section 1.704-3(b) or an alternative method or methods unanimously selected by the Partners, income, gain, loss, expense, and deduction with respect to any property contributed to the Partnership shall, solely for income tax purposes, be allocated among the Partners so as to take account of any variation

between the adjusted basis of such property for federal income tax purposes and its initial Book Value.  In the event the Book Value of any asset of the Partnership is adjusted pursuant to the definition of “Book Value”, subsequent allocations of income, gain, loss, expense, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Section 704(c) of the Code and the “traditional method” of Regulations Section 1.704-3(b) or an alternative method or methods unanimously selected by the Partners.  Allocations pursuant to this Section 8.6(c)(ix) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.  The Partners acknowledge and agree that all Partnership income and gain derived from (i) taxable dispositions of equity interests in REIT Entities (including liquidating distributions under Code Section 331 that are received by the Partnership from REIT Entities), (ii) capital gain dividends or other distributions from REIT Entities, or (iii) the disguised sale of one or more Inland Properties as determined in accordance with Regulations Sections 1.707-3 shall in each case, to the extent attributable to Inland Built-In Gains, be allocated solely to Inland in accordance with Code Section 704(c) and the Regulations thereunder, and this Section 8.6(c)(ix) and the other provisions of this Agreement shall be interpreted and applied in a manner consistent with such agreement of the Partners.

(x)            Additional Allocation Rules.  For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis (but no less frequently than once annually), as reasonably determined by the General Partner using any method that is permissible under the Code (including without limitation Section 706) and the Regulations thereunder.  Without limiting the foregoing, if there is any change in any Partner’s Percentage Interest, then the then-current Allocation Period shall end on the last day preceding the change and a new Allocation Period shall commence on the first day for which the change is effective.  Except as otherwise provided in this Agreement, all items of income, gain, loss and deduction of the Partnership and any other allocations not otherwise provided for shall be allocated among the Partners in the same manner as is applicable to Profits and Losses for the Allocation Period in question.  The Partners are aware of the income tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Agreement in reporting their shares of income and loss of the Partnership for income tax purposes.

(d)           Method of Accounting.  Unless otherwise determined by the Partners or required by law, the Partnership shall use the accrual method of accounting for both tax and financial reporting purposes.

(e)           No Deficit Restoration Obligation.  Notwithstanding anything to the contrary contained in this Agreement, no Partner shall have any obligation to the Partnership or to any other Partner to restore any deficit balance in its Capital Account to the Partnership; provided however, if the deficit is created due to a distribution of assets in-kind, the Partner receiving such distribution shall restore any deficit in its Capital Account created by such distribution in-kind by contributing cash equal to such deficit to the Partnership.

8.7           Withholding Matters; Tax Covenants.  The Partnership and the General Partner shall be subject to and comply with such obligations and covenants with respect to the withholding of income from distributions and tax matters as the Limited Partners may reasonably agree.

ARTICLE 9

Rights, Duties, Liabilities and Restrictions of the General Partner

9.1           General Partner.

(a)           Generally.  Subject to the terms of this Agreement, the day-to-day business affairs of the Partnership shall be managed by the General Partner, who shall be appointed and, as the case may be, removed and replaced, in accordance with the terms of this Agreement.

(b)           Number.  There shall be one General Partner of the Partnership.

(c)           Appointment; Removal and Replacement for Cause.  The Limited Partners do hereby appoint INP Retail Management Company, LLC as the initial General Partner of the Partnership.  PGGM PRE Fund shall have the authority at any time and from time to time hereafter to remove (solely for Cause, as defined below), replace and appoint the General Partner.  Notwithstanding the foregoing, the Person appointed as General Partner shall serve as General Partner unless and until replaced pursuant to this Section 9.1.  PGGM PRE Fund may remove the General Partner upon the occurrence of any of the following events (“Cause”):

(i)            other than with respect to an Emergency Situation, the General Partner breaches this Agreement by taking any action that constitutes a Major Decision without the unanimous approval of the Limited Partners;

(ii)                                  the General Partner takes any action or omits to take any action on behalf of the Partnership that constitutes fraud, bad faith, gross negligence, recklessness, or wanton or willful misconduct;

(iii)                               the voluntary or involuntary bankruptcy of the General Partner;

(iv)                              Inland’s failure to comply fully with Sections 14.4 or 14.6 of this Agreement; or

(v)                                 a Change of Control of Inland;

and, with respect to any breach that is capable of being cured, such failure is not cured (A) with respect to a matter which is solely within the control of the General Partner, within thirty (30) days and (B) with respect to a matter which is not solely within the control of the General Partner, within ninety (90) days, or if such matter is not capable of being cured within said ninety (90) day period, as otherwise extended with agreement of PGGM PRE Fund, in each case after written notice from PGGM PRE Fund (the “Aggrieved Partner”), then the Aggrieved Partner shall have the right by notice to the General Partner (the “Replacement Notice”) to designate a replacement to replace the General Partner and thereafter to serve as General Partner, with said replacement to be effective on the 10th day following the furnishing of the Replacement Notice, subject however to the General Partner’s rights to dispute said replacement, as provided below in this Section 9.1(c).  If the General Partner disputes the basis on which the Replacement Notice is issued by the Aggrieved Partner, the General Partner shall have the right, to be exercised within ten (10) days after receiving the Replacement Notice, to submit the matter of whether the Aggrieved Partner is entitled to replace the General Partner in accordance with this Section 9.1(c) (and no other matter) to the American Arbitration Association in Chicago, Illinois for adjudication within thirty (30) days pursuant to the Commercial Arbitration Rules utilizing expedited procedures.  If the General Partner does make such submission within such 10-day period, the General Partner shall remain as the General Partner unless the arbitrators conclude that the General Partner should be replaced by the Aggrieved Partner’s designated Affiliate.  The decision of the arbitrators shall be final and may be enforced by the winning party in any court of competent jurisdiction.  All costs of the arbitration and such enforcement shall be borne and promptly paid by the Partnership.  The General Partner and the Aggrieved Partner shall make all submissions to the arbitrators in a timely manner and shall otherwise cooperate to achieve a timely resolution of the dispute.  Notwithstanding anything to the contrary in this Agreement, removal of a General Partner will not affect the rights under this Agreement of any Partner who is affiliated with the General Partner so removed.  Notwithstanding anything contained in the foregoing to the contrary, in the absence of an event constituting Cause, Inland may in its sole discretion, appoint an Inland Affiliate as a replacement General Partner.

(d)                                 Partnership Interests of General Partner.  The General Partner shall have no Partnership Interest relating to Profits and Losses of the Partnership.

(e)                                  Bankruptcy, Dissolution or Withdrawal of the General Partner.  In the event of the bankruptcy or dissolution and commencement of winding-up of the General Partner or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, the Partnership shall be dissolved and wound up as provided in this Agreement, unless the General Partner is replaced pursuant to Section 5.5(e) or this Section 9.1.  The General Partner shall take no action to accomplish its voluntary dissolution.  The General Partner shall not voluntarily withdraw as general partner of the Partnership prior to the dissolution of the Partnership, unless unanimously agreed to by the Limited Partners.

9.2                                 Authority of General Partner.

(a)                                  Exclusive Right to Manage.  Subject to the direction of the Limited Partners as provided in Sections 9.9 and 9.2(c) and except as otherwise expressly provided in this Agreement, (i) the General Partner shall have the sole and exclusive right and authority to manage, control and conduct the affairs of the Partnership, and (ii) the General Partner shall make all decisions affecting the affairs and business of the Partnership and shall carry out the purposes of the Partnership as set forth herein.

(b)                                 Power and Authority.  Consistent with the purposes of the Partnership, the General Partner shall have the power and authority, subject to the provisions of this Agreement (including the exhibits hereto), to acquire assets; purchase goods and services; sell, exchange, lease, license or otherwise deal in or with any and all assets of the Partnership; borrow funds to finance the Partnership’s activities and in connection with such borrowing, mortgage, hypothecate, pledge, lien or otherwise encumber the revenues and assets of the Partnership; manage or arrange for the management of the Owned Properties; supervise any construction on the Properties; enter into any contract or agreement or amend or cancel the same; invest and reinvest any funds or other assets of the Partnership, all as incident to or necessary for the operations of the Partnership.

(c)                                  Major Decisions.  Notwithstanding any other provisions of this Agreement that are or may be construed to the contrary, the General Partner shall not be authorized to take, and shall not take, any of the actions or make any of the decisions that are listed on EXHIBIT 10-A hereto (each a “Major Decision”), without the prior written consent of the Limited Partners.

(d)                                 Property Management, Leasing and Other Services.

(i)                                     Except where a lender to the Partnership requires otherwise, the Partnership, REIT Entities and/or Property Entities shall retain any one or more Inland Affiliates (the “Property Manager”) to provide day-to-day decisions and operations as to the management of the Owned Properties, which services shall be provided to the Property Entities pursuant to the terms of a property management agreement in the form of the Property Management Agreement attached hereto as EXHIBIT 10-B (the “Property Management Agreement”) and shall include,

but not be limited to, in-house legal services outside legal services, outside marketing services, or as otherwise determined to be appropriate by the General Partner.  Inland or its Affiliates will provide Property Management Services for all Owned Properties.  The Property Management Agreement shall be entered into between the Partnership (or the respective Property Entities) and the Property Manager with respect to each of the Owned Properties.  Upon termination of the Property Management Agreement as provided therein, including any termination for “cause” as provided in the Property Management Agreement, the General Partner agrees to secure an unaffiliated third party property manager and leasing agent satisfactory to both Limited Partners, and further, if management and leasing services are not being provided by an Affiliate of Inland, the consent of the Limited Partners shall be required for any additional outsourcing of services to third parties.  Any and all such agreements shall terminate upon the sale of the subject Owned Property.  The Property Manager shall be entitled to enter into sub-management agreements with respect to any Owned Property to be managed pursuant to the Property Management Agreement.  In the event the Limited Partners are unable to agree as to whether a Manager Event, as defined in the Property Management Agreement, has occurred without the General Partner having exercised the Owner’s, as defined in the Property Management Agreement, rights and remedies thereunder for thirty (30) days or more after the request of a Limited Partner to do so, a Limited Partner shall be entitled to arbitrate such Disagreement as provided in Section 10.9.

(ii)                                  Except when a lender to the Partnership requires otherwise, Inland or its Affiliates (the “Leasing Agent”) will provide day to day decisions and operations as to the leasing of the Owned Properties, which services shall be provided to the Property Entities pursuant to the terms of a leasing agreement in the form of the Leasing Agreement attached hereto as EXHIBIT 10-C (the “Leasing Agreement”).  The Leasing Agreement shall be entered into between the Partnership (or the Property Entities) and the Leasing Agent with respect to each of the Owned Properties.  Upon termination of the Leasing Agreement as provided therein, including any termination “for cause” as provided in the Leasing Agreement, the General Partner agrees to secure an unaffiliated third party leasing agent satisfactory to both Partners, and further, if leasing services are not being provided by an Affiliate of the Partners, the consent of the Partners shall be required for any additional outsourcing of services to third parties.

Fees for management services, leasing services and other services provided by the Partners or their Affiliates are set forth in EXHIBIT 10-D.

(e)                                  Insurance.  The General Partner shall cause the Partnership, the REIT Entities and or Property Entities to carry comprehensive liability and fire insurance and, where appropriate and commercially available, terrorism, earthquake, flood and wind insurance, extended coverage, and other appropriate insurance coverage as determined by

the General Partner, including any insurance coverage required by any lender to the Partnership, with respect to each Owned Property all in form and substance acceptable to the General Partner.    The required insurance for the Partnership, REIT Entities and Property Entities shall be set forth in the annual Business Plan.  Notwithstanding anything to the contrary set forth herein, Inland may include the Partnership within any umbrella insurance coverage maintained by Inland, and upon the General Partner’s good faith determination of the adequacy of same, the General Partner may elect to cause the Owned Properties to be covered under any captive insurance program maintained by Inland.

(f)                                    No Duty to Inquire.  Nothing herein contained shall impose any obligation on any person or firm doing business with the Partnership to inquire as to whether or not the General Partner has exceeded its power and authority in executing any contract, lease, mortgage, security agreement, deed or other instrument on behalf of the Partnership, and any such third person shall be fully protected in relying upon such authority.

(g)                                 Tax Elections; Tax Status of Partnership and REIT Entities.  Subject to the other provisions of this Agreement (including, without limitation, ARTICLE 8) and any limitations with respect to Major Decisions, the General Partner shall have the right to make (and revoke) any and all tax elections for the Partnership, including, without limitation, an election to adjust the tax basis of Partnership assets; provided, however, that the Partnership shall make an election under Code Section 754 at PGGM PRE Fund’s request; and, provided, further, that in no event shall the General Partner make, or permit the Partnership, the REIT Entities, or the Property Entities to make, any tax election or otherwise take, or permit the Partnership, the REIT Entities, or the Property Entities to take, any action that results in (i) any REIT Entity failing to qualify as a Domestically Controlled REIT, (ii) the Partnership failing to be classified for federal income tax purposes as a partnership that is not a “publicly traded partnership” within the meaning of Code ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (▇▇▇) the Partnership being converted into a form of legal entity that is not classified as a partnership for federal income tax purposes.

(h)                                 Proscriptions.  The General Partner shall have no authority to expend or use Partnership money or property other than on the account and for the benefit of the Partnership or to pledge any of the Partnership’s credit or property for other than Partnership purposes.

(i)                                     Maintenance of REIT Entities.  The General Partner shall not take any actions so as to cause a REIT Entity to lose its status as a Domestically Controlled REIT, and, upon the change in any law or regulation effecting the qualification of a REIT Entity as a “real estate investment trust”, shall promptly commence discussion with the Limited Partners regarding the steps necessary to bring such REIT Entity into compliance with such changed law or regulation.

9.3                                 Bank Accounts.  Pending any expenditure, distribution or long-term investment, all funds of the Partnership shall be deposited in the Partnership name in such bank account or accounts as shall be designated by the General Partner from time to time; including, but not limited to, segregated or co-mingled operating accounts of the Partnership as determined by the General Partner from which the receipts and Expenses of the Owned Properties will be managed, a lock-box account through which rents and other receipts will be collected and such other Partnership accounts as shall be necessary in connection with the operations of the Partnership and payment of Partnership operating expenses.  All Expenses of the Owned Properties shall be paid from and maintained in co-mingled accounts, but Reserves shall be paid from and maintained in segregated accounts for the benefit of the Partnership; provided, however, that the General Partner shall cause any funds in excess of Expenses of the Owned Properties and Reserves to be transferred to a segregated account for the Partnership on a monthly basis.  All withdrawals from accounts maintained for or on behalf of the Partnership shall be made upon the signature of such person or persons as the General Partner may designate.  In no event shall funds of a REIT Entity or Property Entity be deposited in any account of any Person other than the Partnership, such REIT Entity or Property Entity.  The General Partner shall not be liable if co-mingling the funds of the Partnership, another REIT Entity or Property Entity could cause the corporate veil of the Partnership, REIT Entity, or Property Entity to be pierced or otherwise affect the limited liability of the Partnership, any REIT Entity or Property Entity; provided, that the co-mingling of funds of the Partnership, any REIT Entity or Property Entity was determined by the General Partner in good faith to be commercially reasonable.

9.4                                 Compensation of General Partner.  The General Partner shall receive a quarterly venture management fee (the “Venture Management Fee”) payable by the Partnership equal to ten (10) basis points multiplied by the average quarterly Total Equity Capitalization of the Partnership (as defined and determined pursuant to the formula value set forth in paragraph 3 of Schedule 6.2(e)) for the preceding quarter (on a pro rata basis for any quarterly period that is not a full three calendar month period), payable quarterly in arrears, and commencing with respect to the fiscal quarter of the date of this Agreement.  Except as otherwise set forth in this Agreement, the General Partner shall not be entitled to any fees or other remunerations for its services as General Partner of the Partnership.  Any break up fees, monitoring fees, director fees, transaction fees and other similar payments received by the General Partner from third parties shall be paid to the Partnership.

9.5                                 Expenditures by General Partner.  The Partnership shall reimburse the General Partner for all actual third party out of pocket costs and reasonable Affiliate out of pocket costs approved or contemplated by this Agreement that may be expended by the General Partner in accordance with this Agreement and all reasonable Affiliate or non-Affiliate costs expended by the General Partner in response to an Emergency Situation.

9.6                                 Liability of Partners.  The General Partner and each Limited Partner (which each of such Persons for purposes of this Section 9.4 and Section 9.7 shall include its partners, officers, directors, shareholders, members, managers, employees, agents, affiliates and legal representatives) shall not be liable to another Partner or the Partnership for honest mistakes of

judgment, or for action or inaction, taken reasonably and in good faith for a purpose that was reasonably believed to be in the best interests of the Partnership, or for losses due to such mistakes, action or inaction, or for the negligence of any employee, provided that such employee was supervised with reasonable care, or for the negligence, dishonesty or bad faith of any broker or other agent of the Partnership, provided that such broker or agent was selected, engaged or retained and supervised with reasonable care.  The General Partner and each Limited Partner may consult with counsel and accountants in respect of Partnership affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counselor or accountants, provided that they shall have been selected with reasonable care.  The Partners shall look solely to the assets of the Partnership for the return of their capital and, if the assets of the Partnership remaining after payment or discharge of the debts and liabilities of the Partnership are insufficient to return such capital, they shall have no recourse against the General Partner or the Limited Partners for such purpose.  Notwithstanding any of the foregoing to the contrary, the provisions of this Section shall not be construed to relieve (or attempt to relieve) any Partner for any liability it may have to another Partner or the Partnership for any actions by it or its agents or employees, which constitute the breach or violation of its obligations under or in connection with this Agreement or any liability by reason of fraud, bad faith, gross negligence, recklessness or intentional wrongdoing or to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

9.7                                 Indemnity.

(a)                                  Partnership Indemnity.  The Partnership shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Partner and its Affiliates, including without limitation, the General Partner, and the managers, members, officers, employees or agents of any of the foregoing (collectively, the “Indemnified Party”) against any losses, claims, cost, expenses, damages, demands or liabilities to which such Indemnified Party may become subject as a result of claims brought by third parties (i.e., any Person that is not an Affiliate of Inland or PGGM PRE Fund) in connection with any matter arising out of or incidental to any act performed or omitted to be performed by any such Indemnified Party in connection with this Agreement or the Partnership’s business or affairs; but only to the extent that such act or omission (i) was not attributable to such Indemnified Party’s fraud, bad faith, willful misconduct or gross negligence and (ii) did not constitute a breach or violation by said Indemnified Party of its material obligations under or in connection with this Agreement.  If an Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Partnership’s business or affairs, the Partnership shall make advances to such Indemnified Party for its reasonable legal and other reasonable out of pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith, provided that such Indemnified Party shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Party was not entitled to be indemnified by the

Partnership in connection with such action, proceeding or investigation.  Any indemnity or advancement under this Section 9.7(a) shall be paid solely out of and to the extent of Partnership assets and shall not be a personal obligation of any Partner.

(b)                                 [Intentionally Omitted.].

(c)                                  Survival.  The provisions of this Section 9.7 shall survive for a period of three (3) years from the date of dissolution of the Partnership, provided that if at the end of such period there are any actions, proceedings or investigations then pending, an Indemnified Party may so notify the Partnership, the Partners and the General Partner prior to such time (unless the Indemnified Party has previously provided notice to the Partnership, the Partners and the General Partner of such matter), which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein and the provisions of this shall survive with respect to each such action, proceeding or investigation (or any related action, proceeding or investigation based upon the same or similar claim) for which the Partnership had notice until such date that such action, proceeding or investigation is finally resolved, and the obligations of the Partnership under this Section 9.7 shall be satisfied solely out of Partnership assets.

(d)                                 Expenses.  To the extent that an Indemnified Party has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in paragraph (a), above, or in defense of any claim, issue or matter therein, the person shall be indemnified by the Partnership against expenses (including reasonable attorney’s fees) actually and reasonably incurred by the person in connection therewith.

(e)                                  Determination.  Any indemnification, but not advancement (which shall be mandatory), under paragraph (a), above (unless ordered by a court), shall be made by the Partnership if the Indemnified Party has met the applicable standard of conduct set forth in paragraph (a), above.  The determination whether the Indemnified Party has met the applicable standard of conduct shall be made in good faith by the Partner or Partners not Affiliated with such Indemnified Party.

(f)                                    Indemnification Not Exclusive.  The indemnification and advancement rights provided by this Section 9.7 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under the Certificate or any agreement, vote of Partners or disinterested managers, or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, general partner, manager, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

(g)                                 Insurance.  The Partnership, subject to approval of the Partners, may purchase and maintain insurance on behalf of any person who is or was a General Partner, officer, employee or agent of the Partnership, or who is or was serving at the

request of the Partnership as a director, officer, general partner, manager, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in any capacity; or arising out of the person’s status as such, whether or not the Partnership would have the power to indemnify the person against the liability under the provisions of this Section 9.7.

(h)                                 Report to Partners.  If the Partnership has advanced expenses to the General Partner, or any Indemnified Party of the General Partner, the Partnership shall promptly report the indemnification or advance in writing to the Partners.

(i)                                     Definitions.  For purposes of this Section, references to “serving at the request of the Partnership” shall include any service as a General Partner, officer, employee or agent of the Partnership that imposes duties on, or involves services by the General Partner, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

9.8                                 Tax Matters Partner.  The General Partner shall be the Partnership’s “tax matters partner” as defined in Code Section 6231(a)(7) (the “TMP”).  The TMP shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit.  The Partnership shall not be obligated to pay any fees or other compensation to the TMP in its capacity as such; provided, however, that all reasonable expenses incurred by the TMP in serving as the TMP shall be Partnership expenses and the TMP shall be reimbursed by the Partnership in connection therewith.  Notwithstanding the foregoing, it shall be the responsibility of the General Partner and of each Partner, at their expense, to employ tax counsel to represent their respective separate interests.  If the TMP is required by law or regulation to incur fees and expenses in connection with tax matters not affecting each of the Partners, then the TMP may, in its sole discretion, seek reimbursement from those Partners on whose behalf such fees and expenses were incurred.  The TMP shall take such action as may be necessary to cause each Partner to become a “notice partner” within the meaning of Code Section 6231(a)(8).  The TMP shall keep the Partners informed of all administrative and judicial proceedings, as required by Code Section 6223(g), and shall furnish to each Partner a copy of each notice or other material communication received by the TMP from the Service, and each notice or other communication sent by the TMP to the Service, except such notices or communications as are sent directly to such Partner by the Service.  The relationship of the TMP to the Partners is that of a fiduciary, and the TMP has a fiduciary obligation to perform its duties as TMP in such manner as will serve the best interests of the Partnership and all of the Partners.  Notwithstanding the foregoing, the TMP shall not take any position or action with the Service without prior approval from the Limited Partners, including but not limited to any decision:

(a)                                  to enter into a settlement agreement which purports to bind the Partnership or the Partners other than the TMP;

(b)                                 to file a petition contemplated in Section 6226(a) or 6228(a) of the Code;

(c)                                  to file any request contemplated in Section 6227(b) of the Code;

(d)                                 to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code.

To the fullest extent permitted by law, the Partnership agrees to indemnify the TMP and its agents and save and hold them harmless, from and in respect of (i) all reasonable fees, costs and expenses in connection with or resulting from any claim, action or demand against the TMP, the General Partner or the Partnership that arise out of or in any way relate to the TMP’s status as TMP for the Partnership, and (ii) all such claims, actions and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of any such claim, action or demand; provided that this indemnity shall not extend to conduct by the TMP adjudged (A) not to have been undertaken reasonably and in good faith to promote the best interests of the Partnership in accordance with this Agreement or (B) to have constituted gross negligence, recklessness, intentional wrongdoing or breach or violation of this Agreement by the TMP.

9.9                                 Business Plan and Investment Strategy.  The business plan, investment strategy and annual budget for the Partnership and the REIT Entities and Property Entities for the upcoming Calendar Year shall be prepared by the General Partner and proposed to the Limited Partners for approval, annually (the “Business Plan”) on or before November 15 of the Calendar Year preceding the Calendar Year applicable to the Business Plan.  The Limited Partners will meet, in person or by telephone, no less often than quarterly to discuss the Partnership’s Business Plan, Major Decisions and operations of the Owned Properties.  The General Partner shall carry out the terms of the Business Plans as approved.  Unless an annual Business Plan is approved by the Limited Partners, the operations of the Partnership shall be governed by the last approved Business Plan.

ARTICLE 10

Limited Partners

10.1                           Rights and Obligations of the Limited Partners.  The Limited Partners shall take no part in the control or management of the affairs of the Partnership, and no Limited Partner have any authority to act for or on behalf of the Partnership except as otherwise provided herein.

10.2                           Approval of Partners.  Except as otherwise provided herein, whenever any vote, approval, agreement or consent of the Limited Partners or the Partners shall be required pursuant to this Agreement, including but not limited to Major Decisions, such vote, approval, agreement or consent shall mean and require the prior unanimous written agreement of all of the Limited Partners.

10.3                           Reliance on Partner Communications.  Inland agrees that in the event an action, consent, approval, decision, judgment, notice or other communication (an “Inland Communication”) is made by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇, then PGGM PRE Fund, the Partnership and the General Partner shall be entitled to rely upon such Inland Communication, and Inland shall be bound by all such Inland Communications.  PGGM PRE Fund agrees that in the event an action, consent, approval, decision, judgment, notice or other communication (a “PGGM PRE Fund Communication”) is made by ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇, then Inland, the Partnership and the General Partner shall be entitled to rely upon such PGGM PRE Fund Communication and PGGM PRE Fund shall be bound by all such PGGM PRE Fund Communications.  Either of the Limited Partners may designate in writing delivered to the other Limited Partner from time to time a replacement person(s) upon whose communications the Partnership, the General Partner and such other Limited Partner shall be entitled to rely.

10.4                           Meetings of the Limited Partners.  Meetings of the Limited Partners shall be held at least quarterly.  Special meetings of the Limited Partners may be called for any purpose at any time by any Limited Partner or the General Partner.  Meetings shall be held by telephone or at the principal office of the Partnership or such other place as may be designated by the Person calling the meeting in the notice of a special meeting (which place must be reasonable).  Any actions required or permitted to be taken at a meeting of the Limited Partners may be taken without a meeting upon the unanimous written consent of the Limited Partners.  Limited Partners may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak to each other.

10.5                           Officers of the Partnership.  The General Partner may from time to time appoint one or more persons to serve as officers of the Partnership, in such capacities and with such delegated rights and powers as the Limited Partners may unanimously approve for the General Partner; provided, however, that no such officer shall have any different or greater rights and powers than the General Partner has under this Agreement.  Officers appointed by the General Partner shall be entitled to be indemnified by the Partnership in accordance with Section 9.7.  At inception, the Partnership is not anticipated to have any officers.

10.6                           Restrictions on Authority of Partners.  The Partners shall have no authority to:

(a)                                  do any act in contravention of this Agreement or the Act; or

(b)                                 possess property, or assign rights in specific Partnership property, for other than a Partnership purpose; or knowingly perform any act that would subject any Partner to liability for the obligations of the Partnership in any jurisdiction.

10.7                           Liability of Limited Partners.  To the maximum extent permitted under the Act, the Limited Partners shall not be liable to the Partnership or to any Partner for any losses sustained or liabilities incurred as a result of any act or omission of the Limited Partner if the act or omission did not constitute fraud, bad faith, gross negligence, or willful or wanton misconduct.  For purposes of this Agreement, any act or omission, if done or omitted to be done

in reliance, in whole or in part, upon the advice of independent legal counsel or independent certified public accountants unanimously selected by the Limited Partners, will be presumed to have been done or omitted to be done in good faith and not to constitute fraud, bad faith, gross negligence or willful or wanton misconduct.

10.8                           Liability.  No Limited Partner shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership beyond the amount agreed to be contributed by it to the capital of the Partnership pursuant to this Agreement, nor shall any Limited Partner be responsible for any losses of any other Partner.

10.9                           Disagreements.  In the event of a Disagreement, either Limited Partner, may, at its option submit the Disagreement to an arbitrator with the American Arbitration Association in Chicago, Illinois for adjudication within thirty (30) days pursuant to the Commercial Arbitration Rules utilizing expedited procedures.  Each party shall submit to the arbitrator and exchange with the other, in accordance with a procedure to be established by the arbitrator, such Limited Partner’s best offer with respect to the resolution of the Disagreement. The arbitrator shall be limited to awarding only one or the other of the two positions submitted by the Limited Partners.  If the General Partner fails to enforce the determination of the arbitrator within five (5) Business Days after receipt of notice of such failure, any Partner shall be entitled, at the expense of the Partnership, to enforce the determination of the arbitrator, utilizing the same expedited procedures.

ARTICLE 11

Admission of Additional Partners: Assignment Provisions

11.1                           Additional Partners and Partnership Interests.  No additional Partners may be admitted to the Partnership, other than any transferee of the Interests in the Partnership currently owned by Inland or PGGM PRE Fund, as the case may be, as and to the extent permitted under this Agreement.  No additional Partnership Interests may be issued.

11.2                           General Provisions.  The following rules shall apply to Transfers of Partnership Interests:

(a)                                  Restrictions on Transfer of Limited Partner Interests.  The Limited Partners shall have no right to Transfer their Partnership Interests, except with the prior written consent of the other Partners, and unless such Transfer otherwise complies with the conditions to transfer set forth in this Agreement.  Except as expressly permitted in Sections 11.2(c) and (d), no Limited Partner shall Transfer, or cause or permit the Transfer of, all or any portion of its Interest or any interest therein, without obtaining the prior written consent of the Limited Partners.  Such consent may not be unreasonably withheld.  Any Transfer, or purported Transfer, of all or any part of an Interest made in violation of the provisions of this ARTICLE 11 shall be void and of no force or effect against the Partnership, the other Partners, any creditor of the Partnership or any claimant against the Partnership, except as set forth in ARTICLE 11 hereof.  If a Limited Partner

consents to a Transfer of the Interest of another Partner or if a Partner effects a Transfer of its Interest permitted under this ARTICLE 11, then the giving of any such consent or the making of such permitted Transfer in any one or more instances shall not limit or waive the requirement for such consent or the application of the provisions of this ARTICLE 11 to any other or subsequent Transfer of such Partner’s Interest.

(b)                                 Condition to All Transfers.  It shall be a condition to any Transfer that any required consent to such Transfer by any Secured Lender shall have been obtained.  It shall also be a condition to the effectiveness of any Transfer of all or part of the Interest to a Person other than a Partner, including Transfers otherwise permitted by Sections 11.2(d) and (e), and a condition to the purported transferee of such Transfer being admitted as a Partner of the Partnership or otherwise being entitled to any benefits or rights under this Agreement or otherwise associated with such Interest, that:

(i)                                     except in the case of a Transfer of ownership interests in a Partner permitted by Sections 11.2(c), (A) the transferee shall execute and deliver to the other Partners a written agreement reasonably satisfactory to the other Partners accepting and adopting the terms of this Agreement and unconditionally assuming and agreeing to be bound by all obligations, conditions and covenants of the transferring Partner hereunder with respect to the Interest transferred (whether in existence at the time of such Transfer or accruing thereafter), and (B) any guarantor of the obligations of the transferor under this Agreement shall execute a written guaranty of the obligations of the transferee hereunder, to the same extent and on the same terms as such guaranty of the transferor’s obligations;

(ii)                                  except in the case of a Transfer of ownership interests in a Partner permitted by Sections 11.2(c), the other Partners shall have received such evidence (including opinions of counsel, which may be in-house counsel) of the due authorization, execution and delivery of instruments by, and the validity and enforceability of such instruments against, such transferee as the other Partners shall reasonably request;

(iii)                               the other Partners, at their option, shall have received an opinion of counsel reasonably acceptable to the other Partners that (A) such Transfer shall not violate any federal or applicable state securities law or cause the Partnership to fail to qualify for an exemption from registration under the federal and any applicable state securities laws, and (B) such Transfer will not result in the imposition of fiduciary responsibility on the Partnership, any Partner or any Affiliate of any Partner under the Employee Retirement Income and Security Act of 1974, as amended from time to time (“ERISA”);

(iv)                              such Transfer will not result in any REIT Entity no longer qualifying as a Domestically Controlled REIT; and

(v)                                 such Transfer will not result in the Partnership being treated as a

“publicly traded partnership” within the meaning of Code Section 7704.

(c)                                  Certain Permitted Transfers.  Notwithstanding the provisions of Section 11.2(a), but subject to the limitations of Section 11.2(b), any Person who is a stockholder, partner, member or other direct or indirect owner of any Partner may, from time to time, Transfer all or a portion of such Person’s direct or indirect interest in such Partner to any Person, provided that (i) any required consent has been received, (ii) either (A) the assignee of such interest satisfies the provisions set forth in Section 11.2(d) or (B) the Partners receive other evidence satisfactory to each of them that the proposed Transfer shall not result in adverse consequences to such Partner or the Partnership relating to ERISA or result in any REIT Entity no longer qualifying as a Domestically Controlled REIT, and (iii) after giving effect to such Transfer, such Partner would come within the definition of a Transfer Affiliate as applied to such Partner as constituted on the Effective Date.  For avoidance of doubt, the parties expressly agree that the foregoing provisions (i), (ii) and (iii) shall not be applicable to any transaction which is not deemed to be a “Transfer” pursuant to the exceptions contained in the definition of “Transfer”.

(d)                                 Transfers to Transfer Affiliates.  Subject to the limitations of Section 11.2(b), each Partner shall have the right, at any time or from time to time, without the consent of the General Partner or any other Partner, to sell or assign all or any portion of its Interest to a Transfer Affiliate of such Partner.  In the event of any such transfer, the transferee shall assume all obligations of the transferor attributable to the Interest transferred, in accordance with Section 11.2(b), provided that the transferor shall not thereby be released and shall continue to be jointly and severally liable with such transferee for all such obligations unless such Transfer Affiliate is an institutional investor that has a net worth in excess of $1 billion.  Furthermore, any transferee of all or any portion of the Interest of a Partner shall have the right, pursuant to this Section 11.2(e), to assign all or any portion of its Interest to such Partner or any Transfer Affiliate of such Partner, except that if a Partner has assigned its entire Interest, any further assignment of all or any portion of such Interest shall thereafter be subject to the provisions of this ARTICLE 11.  If a Partner shall transfer less than its entire Interest to a Transfer Affiliate, references to such Partner in this Agreement shall refer to such Partner and its Transfer Affiliate collectively, and such transferor Partner shall be authorized to act on behalf of such Transfer Affiliate for all purposes under this Agreement.

(e)                                  ERISA Provisions.  A purchaser or assignee referred to in Section 11.2(a) shall satisfy the provisions of this Section 11.2(e) if (a) such Person is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (b) the assets of such Person do not constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3101, and (c) such Person is not a “governmental plan” within the meaning of Section 3(32) of ERISA.  Each Partner hereby agrees to indemnify, defend and hold the other Partner harmless from and against all loss, cost, damage and expense (including, without limitation, attorneys’ 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 the PGGM PRE Fund Put Option during the Exercise Period (as defined below) in the calendar quarter following the calendar quarter of the sixth anniversary of the first Inland Initial Capital Contribution (the “Put Option Commencement Quarter”);

(ii)                                  Beginning with the Put Option Commencement Quarter, and on a quarterly basis thereafter until exercised in full, PGGM PRE Fund may exercise the PGGM PRE Fund Put Option at any time during an Exercise Period by delivering to Inland notice of PGGM PRE Fund’s election to exercise the PGGM PRE Fund Put Option, setting forth the percentage of PGGM PRE Fund’s Partnership Interest that PGGM PRE Fund elects to sell as of such time (the “PGGM PRE Fund Exercise Notice”).

(iii)                               For purposes hereof, the “Exercise Period” shall mean a period beginning with the delivery of the Partnership’s quarterly reports and Financial Statements to PGGM PRE Fund as provided in ARTICLE 8 and ending ten (10) Business Days thereafter during each calendar quarter during an Option Year, commencing with the Put Option Commencement Quarter.  A PGGM PRE Fund Exercise Notice delivered after the end of the then-current Exercise Period shall be considered applicable to the immediately following Exercise Period.

(b)                                 Inland’s Purchase Option.  During each Option Year, beginning with the Put Option Commencement Quarter, Inland shall have the option to purchase up to an aggregate of twenty percent (20%) of PGGM PRE Fund’s Initial Percentage Interest (less any PGGM PRE Fund’s Initial Partnership Interest previously sold pursuant to Section 11.5(a) during such Calendar Year or that PGGM PRE Fund elects to sell during the then-current Exercise Period), exercisable on a quarterly basis as provided in this Section 11.5(b) and for the purchase price and pursuant to the terms set forth in Section 11.5(c) below (the “Inland Purchase Option”, and together with the PGGM PRE Fund Put Option, an “Option” or the “Options”). The Inland Purchase Option shall be exercisable in whole or in part on a quarterly basis as follows:

(i)                                     Inland shall first have the right to exercise the Inland Purchase Option during the Exercise Period in the Put Option Commencement Quarter;

(ii)                                  Beginning during the Exercise Period which takes place in the Put Option Commencement Quarter, and on an quarterly basis thereafter until exercised in full, Inland may exercise the Inland Purchase Option at any time during the Exercise Period by delivering to PGGM PRE Fund notice of Inland’s election to exercise the Inland Purchase Option, setting forth the percentage of PGGM PRE Fund’s Initial Partnership Interest Inland elects to purchase as of such time (the “Inland Exercise Notice”, and together with the PGGM PRE Fund Exercise Notice, the “Exercise Notice” or “Exercise Notices”).

(c)                                  Payment; Valuation.

(i)                             The purchase price for the PGGM PRE Fund Partnership Interest to be sold and purchased as set forth in an Exercise Notice (the “Purchase Price”) shall be the NAV of the Partnership as set forth in the quarterly report and Financial Statements described in Section 8.2, the delivery of which commenced the applicable Exercise Period, multiplied by the Percentage Interest set to be sold in such Exercise Notice, unless either Inland or PGGM PRE Fund, as the case may be, notifies the other in the Exercise Notice that it disagrees with such NAV and requests that the Purchase Price be determined in accordance with the method described in paragraph 3 on EXHIBIT 11.5-A (an “Appraisal”) in which case the “Purchase Price” shall be the price determined by such Appraisal.  In the event that both Inland and PGGM PRE Fund deliver an Exercise Notice within the same Exercise Period and only one of them elects an Appraisal, the full amount of the PGGM PRE Fund Partnership Interest to be sold pursuant to such Exercise Notices shall be sold at the Purchase Price determined pursuant to the Appraisal.

(ii)                                  The Purchase Price shall be payable at a closing occurring at 10:00 a.m. CST on the 5th Business Day after (A) the end of the applicable Exercise Period, if neither Inland or PGGM PRE Fund elects an Appraisal in its Exercise Notice, or (B) determination of the Purchase Price pursuant to an Appraisal (the “Closing Date”) at the principal offices of the Partnership or such other time and place as agreed by Inland and PGGM PRE Fund as follows:  (y) in the event the Purchase Price is paid in cash, the Purchase Price shall be paid to PGGM PRE Fund, and an assignment of PGGM PRE Fund’s Partnership Interest being sold shall be delivered to Inland by PGGM PRE Fund; or (z) in the event the Purchase Price is to be paid all or partially in Stock (as defined below), the Stock shall be delivered to PGGM PRE Fund, the cash portion of the Purchase Price (if any) shall be paid to PGGM PRE Fund, and an assignment of PGGM PRE Fund’s Partnership Interest being sold shall be delivered to Inland by PGGM PRE Fund.

(iii)                               Inland, in its sole discretion, may elect to pay all or a portion of the Purchase Price in registered, non-restricted shares of common stock of Inland or a successor company (the “Stock”); provided that to the extent the Stock proposed to be issued to PGGM PRE Fund, when added to any shares of Inland equity then held by PGGM PRE Fund, exceeds five percent (5%) of all outstanding equity interests of Inland, PGGM PRE Fund’s consent shall be required for Inland to pay any portion of the Purchase Price in Stock.  The shares of Stock shall be issued to PGGM PRE Fund at a price (the “Price Per Share”) equal to the trailing five (5) calendar day average closing price of Inland’s Common Stock, less five percent (5%), for the five (5) calendar days preceding the Closing Date and shall be subject to the terms of a subscription and lock-up agreement in the form of

Subscription and Lock-Up Agreement attached hereto as EXHIBIT 11.5-B (“Subscription and Lock-Up Agreement”), pursuant to which, among other things, PGGM PRE Fund shall agree not to sell or otherwise transfer Stock equal to more than one-tenth of the outstanding equity interests of Inland in any single Business Day for one year after issuance by Inland.

(d)                                 End of Venture.  Upon the termination of the Term of the Partnership as provided herein, each of Inland and PGGM PRE Fund shall immediately have the right to accelerate the exercise of the Option, in whole or in part, by delivering an Exercise Notice to Inland or PGGM PRE Fund, as the case may be, within sixty (60) Business Days following the end of the Term, for a Purchase Price determined in accordance with Section 11.5(c); provided however, that (i) the Option shall be exercisable to the full extent of PGGM PRE Fund’s Partnership Interest at the end of the Term and not limited to twenty percent (20%) PGGM PRE Fund’s Initial Partnership Interest as otherwise provided in Sections 11.5(a) and (b), and (ii) the Closing Date for the purchase of the PGGM PRE Fund Partnership Interest to be sold pursuant to this Section 11.5(d) shall be the 5th Business Day following (A) the delivery of the Exercise Notice, if neither Inland or PGGM PRE Fund elects an Appraisal in its Exercise Notice, or (B) determination of the Purchase Price pursuant to an Appraisal described in paragraph 3 of EXHIBIT 11.5-A.

(e)                                  Pre-Closing Distributions and Allocations.  Sections 8.5(a), 8.5(b), and 8.6(b) shall be applied on a “closing of the books” basis in connection with a sale of all or any portion of PGGM PRE Fund’s Partnership Interest to Inland pursuant to this Section 11.5.  Net Ordinary Cash Flow and Net Extraordinary Cash Flow attributable to the period ending as of the close of business on the last day preceding the change in the Partners’ respective Percentage Interests upon a sale of all or any portion of PGGM PRE Fund’s Partnership Interest to Inland pursuant to this Section 11.5 shall be distributed under Sections 8.5(a) and 8.5(b) in accordance with the Partners’ respective Percentage Interests in effect prior to such change.  As provided in Section 8.6(c)(x), as a result of the change in the Partners’ respective Percentage Interests upon a sale of all or any portion of PGGM PRE Fund’s Partnership Interest to Inland pursuant to this Section 11.5, the then-current Allocation Period shall end as of the close of business on the last day preceding the change and a new Allocation Period shall commence on the first day for which the change is effective.

ARTICLE 12

Resignation, Withdrawals, and Priorities

12.1                           Resignations and Withdrawals.  No Partner shall be entitled to withdraw or resign from the Partnership.  The General Partner shall not have the right to resign or withdraw as General Partner of the Partnership.  No Partner shall be entitled to receive any money or property from the Partnership except (a) by way of distributions upon the winding up of the

Partnership pursuant to ARTICLE 13, (b) by way of distributions as provided pursuant to Sections 8.4 and 8.5, and (c) pursuant to the indemnity provisions in Section 9.7.

12.2                           Priorities.  Except as expressly provided in this Agreement to the contrary, no Partners shall have a priority right as to withdrawals, distributions or the return of contributions.

12.3                           Interest on Capital Contributions.  Other than interest which may accrue on PIC Funds as invested (which, pursuant to Section 8.5 is considered Net Ordinary Cash Flow and not interest on a Capital Contribution), and unless otherwise provided in this Agreement, no interest shall be allowed to any Partner upon the amount of its Capital Contributions or Capital Account.

ARTICLE 13

Dissolution

13.1                           Liquidation Procedures.  Upon dissolution of the Partnership pursuant to Section 5.5, the affairs of the Partnership shall be wound up and its assets shall be liquidated and distributed in accordance with this Agreement and the Act.

13.2                           Liquidating Trustee.  Upon the dissolution of the Partnership business for any reason, the General Partner shall act as “Liquidating Trustee” or shall elect a Liquidating Trustee who shall wind up the affairs of the Partnership in accordance with this Agreement and the Act.  If the General Partner has been removed, has withdrawn or is unwilling or unable to act as or elect a Liquidating Trustee, the Limited Partners shall appoint a Liquidating Trustee.  The Liquidating Trustee shall have full power to sell, assign and encumber Partnership assets in any orderly manner for all-cash in transactions with Persons that are not Affiliates of either Partner and are not acting as nominees for either Partner.  All certificates or notices required by law shall be filed on behalf of the Partnership by the Liquidating Trustee.

13.3                           Distribution on Winding Up.  In the event of the winding up of the Partnership for any reason, the proceeds of liquidation shall be applied by the end of the Fiscal Year in which the liquidation occurs or, if later, within ninety (90) days after the date of such liquidation, in the following rank and order:

(a)                                  Creditors.  To the creditors of the Partnership, including Partners who are creditors (including under unpaid Partnership Loans or outstanding indemnification payments, if not prohibited by the Partnership’s creditors in the documents evidencing such creditor obligations), in satisfaction of liabilities of the Partnership, all in the order of priority and to the extent provided by law.

(b)                                 Expenses.  To the payment of costs and expenses incurred in the dissolution and termination of the Partnership.

(c)                                  Partners.  Among the Partners in accordance with ARTICLE 8.

13.4                           Distributions In Kind.  In connection with the liquidation of the Partnership, the Liquidating Trustee shall, at Inland’s request, distribute equity interests in the REIT Entities to Inland in kind; provided, however that if the aggregate Fair Market Value of the equity interests in the REIT Entities that Inland requests the Liquidating Trustee to distribute in kind to Inland exceeds Inland’s pro rata share (based on the respective Percentage Interests of Inland and PGGM PRE Fund) of the aggregate Fair Market Value of the Partnership’s non-PIC 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 or with others, including, but not limited to, business of the character described in ARTICLE 4 (or any part thereof), and neither the Partnership nor any of the Partners shall have any rights in or to such independent ventures or the income or profits derived therefrom, nor shall any Partner or General Partner have any fiduciary or other duty to any other Partner with respect to the Partnership or its Properties as a result of such other business ventures.

14.4                           Exclusivity Covenant of Inland.  Inland agrees, for and on behalf of itself, and each Inland Affiliate that Inland Controls (which for purposes of ARTICLE 14 is referred to herein collectively as “Inland”), that the Partnership will be Inland’s exclusive vehicle for future acquisition of Qualified Properties during the Investment Period, or, if earlier, until the earliest to occur of (a) the termination of the Partnership pursuant to the terms of this Agreement, (b) Inland’s Capital Commitments are fully funded by Inland or the acquisition of Qualified Properties pursuant to binding agreements would require a Capital Contribution in excess of Inland’s Capital Commitment, or (c) the occurrence of three (3) Qualified Property Rejections (other than with respect to Four ▇▇▇▇▇▇) during any twelve (12) consecutive month period (collectively and as applicable, the “Inland Restriction Period”).  During the Inland Restriction Period, without PGGM PRE Fund’s consent, Inland will not directly or indirectly, whether individually, or as a shareholder, partner, member, owner, manager, general partner, employee, agent, consultant or creditor of any business (which includes owning, managing, operating, controlling, being employed by, acting as a consultant to, giving financial assistance to, participating in or being connected in any material way with any business or person so engaged) acquire or bring to the attention of or offer to any party other than the Partnership for acquisition or investment a Qualified Property within the Investment Area.  This exclusivity shall not apply to: (i) any Inland joint ventures or other investments existing as of the Effective Date and set forth on the attached Schedule 14.4 (each, an “Existing Inland JV”); (ii) opportunities presented to Inland by third parties that do not include a Qualified Property; (iii) Properties that do not satisfy the Investment Guidelines; or (iv) Properties presented to the Partnership for approval pursuant to Section 7.1 for which PGGM PRE Fund withholds its approval for purchase by the Partnership.  Inland further agrees to provide PGGM PRE Fund with notice of the proposed acquisition by an Existing Inland JV of a Qualified Property during the Investment Period.

14.5                           Exclusivity Covenant of PGGM.  PGGM PRE Fund agrees that, during the Investment Period, or, if earlier, in each case until the earliest to occur of (a) the termination of the Partnership pursuant to the terms of this Agreement, (b) PGGM PRE Fund’s Capital Commitments are fully funded by PGGM PRE Fund or the acquisition of a Qualified Property would require a Capital Contribution in excess of PGGM PRE Fund’s Capital Commitment, or (c) PGGM PRE Fund is no longer a Partner, without Inland’s consent it will not commit to invest in, subscribe for an interest in, or enter into any other partnership or joint venture arrangement, with any entity whose investment strategy is focused solely on necessity-based, grocery-anchored or community retail shopping centers in the Investment Area.  This exclusivity shall

not apply to (i) opportunities that do not include a Qualified Property; (ii) Properties that do not satisfy the Investment Guidelines; (iii) investments in entities with a national focus, including, for the avoidance of doubt, any entity which may target a Property that meets the Investment Guidelines; or (iv) investments in publicly listed entities.  PGGM PRE Fund further agrees to provide Inland with notice of the proposed acquisition by PGGM PRE Fund investment of a Qualified Property during the Investment Period of which the PGGM PRE Fund investment officer monitoring its investment in the Partnership becomes aware.

14.6         Confidentiality Covenant.  Each Partner, on behalf of itself and its advisors, and the General Partner agrees that it shall not at any time or in any manner, either directly or indirectly, publish, communicate, divulge, disclose, disseminate or otherwise reveal to any person or entity other than said Partner’s board members or managers, general partners, officers and employees, prospective lenders to the Partnership, REIT Entities or Property Entities, prospective investors or purchasers of the Partnership, REIT Entities, Property Entities or Owned Properties or any Partner’s Interest in the Partnership (which investors or purchasers are themselves subject to confidentiality agreements reasonably approved by the Limited Partners), any attorneys, agents, advisors, consultants or professionals engaged by said Partner, the General Partner in connection with a Partner’s investment in the Partnership or the exercise (or potential exercise) of a Partner’s rights under this Agreement, or use for any purpose whatsoever any Confidential Information, except as may be necessary in the course of performing authorized services for the Partnership, including the management and leasing of the Properties, or as may be required by applicable order of court or any governmental authority, any law, statute or regulation, the rules of any stock exchange on which said Partner’s shares are traded, any applicable federal or state Freedom of Information Act, other similar legislation, or any requirements of the Service regarding disclosure or reporting of the tax aspects of this Agreement.  Before disclosing any Confidential Information under compulsion of law, the Partners shall use commercially reasonable efforts to notify the Partnership to the extent practicable and permitted by law.  Notwithstanding the foregoing, PGGM PRE Fund and Inland may (i) publicly disclose, including on its website on its own behalf and on behalf of an investor in PGGM PRE Fund, the name of the Partnership, the name of the General Partner and its equity owners, a general description of the Partnership’s investment strategy and Investment Guidelines, including the geographic area and sector in which the Partnership intends to purchase Properties and the aggregate Capital Commitments of PGGM PRE Fund to the Partnership; (ii) provide copies of the Partnership Agreement and all related agreements to investors and potential investors in the PGGM PRE Fund; and (iii) disclose a general description of the Partnership Agreement and related agreements to potential investors in the PGGM PRE Fund, provided in the case of clauses (ii) and (iii) such investor or potential investor is subject to an agreement containing confidentiality covenants equivalent to those contained in this Agreement in respect of any such disclosure.

14.7         Remedies.

(a)           Remedies of Partnership.  The Partners agree that the scope and time periods contained in this Article have been carefully considered and specifically agreed to

as being reasonable and necessary.  If any Partner or any Partner’s advisors shall at any time breach, violate or fail to comply fully with any of the terms, provisions or conditions of this Article, the Partnership shall be entitled to equitable relief by way of injunction (in addition to, but not in substitution for, any and all other relief to which the Partnership may be entitled either in law or in equity) to restrain such breach or violation or to require compliance fully with the terms, provisions or conditions of this Article.  In any such proceeding the Partners agree not to raise as a defense in any such proceeding any allegation that any of the provisions of this Article are either unnecessary or unreasonable or that any of them illegally restrain trade or any personal rights.  The Partners further agree to reimburse the Partnership for any cost of enforcing the provisions of this Article, including reasonable attorney’s fees.

(b)           Remedies by Inland.  If PGGM PRE Fund shall at any time breach, violate or fail to comply fully with any of the terms, provisions or conditions of Sections 14.5 or 14.6 of this Article, Inland shall be entitled to equitable relief by way of injunction (in addition to, but not in substitution for, any and all other relief to which Inland may be entitled either in law or in equity) to restrain such breach or violation or to require compliance fully with the terms, provisions or conditions of Sections 14.5 or 14.6 of this Article.  In any such proceeding PGGM PRE Fund agrees not to raise as a defense in any such proceeding any allegation that any of the provisions of this Article are either unnecessary or unreasonable or that any of them illegally restrain trade or any personal rights.  PGGM PRE Fund further agrees to reimburse Inland for any cost of enforcing the provisions of this Article, including reasonable attorney’s fees and costs.

(c)           Remedies by PGGM PRE Fund.  If Inland or the General Partner shall at any time breach, violate or fail to comply fully with any of the terms, provisions or conditions of Sections 14.4 or 14.6 of this Article, PGGM PRE Fund and the Partnership shall be entitled to equitable relief by way of injunction (in addition to, but not in substitution for, any and all other relief to which PGGM PRE Fund and the Partnership may be entitled either in law or in equity) to restrain such breach or violation or to require compliance fully with the terms, provisions or conditions of Sections 14.4 or 14.6 of this Article.  In any such proceeding Inland agrees not to raise as a defense in any such proceeding any allegation that any of the provisions of this Article are either unnecessary or unreasonable or that any of them illegally restrain trade or any personal rights.  Inland further agrees to reimburse PGGM PRE Fund for any cost of enforcing the provisions of this Article, including reasonable attorney’s fees and costs.  Further, if Inland shall at any time breach, violate or fail to comply fully with any of the terms, provisions, or conditions of Sections 14.4 or 14.6 of this Article, PGGM PRE Fund shall be entitled to remove the General Partner for Cause as provided in Section 9.1.

(d)           Modification by Court.  If a court or other body of authority and competent jurisdiction determines that the covenants contained in this Article are unenforceable, in whole or in part, due to the duration or scope of the restrictions or limitations imposed therein or for any other reason, then the court is hereby authorized

and directed to make such modifications thereto as are necessary to render said covenants enforceable to the maximum extent permitted under applicable law, that being the intention of the parties hereto.

14.8         Activities of Inland and PGGM PRE Fund.

(a)           Covenants of the Parties.  The Partners expressly acknowledge and agree that each of Inland and PGGM PRE Fund and their Affiliates and subsidiaries are engaged in all aspects of real property ownership, management, leasing, acquisition and disposition, including, but not limited to, each of the activities to be undertaken by the Partnership pursuant to the terms of this Agreement.  Except as provided in the Property Management Agreement and the Leasing Agreement, neither Inland, nor PGGM PRE Fund, nor the Partnership shall have any obligation to the others with respect to leasing or directing tenants to the Partnership, REIT Entities or Property Entities.  Except as expressly agreed to by Inland in Section 14.4, and PGGM PRE Fund in Section 14.5, nothing set forth in this Agreement is intended to require that Inland or PGGM PRE Fund or any of their Affiliates operate their businesses in a manner which shall cause any of them to take any actions which are not in the best interests of the owners or the tenants of any of the retail properties which are now or hereafter owned, developed or managed by Inland or PGGM PRE Fund or any of their Affiliates, including the Owned Properties.

(b)           Management by Inland.  In connection with its undertaking hereunder, Inland intends, in its capacity as a Partner of the Partnership, to use commercially reasonable efforts and shall cause the General Partner to use commercially reasonable efforts to take all actions in the usual and customary course of its business to cause the Owned Properties owned by the Property Entities to be operated, managed, leased, acquired and disposed of in the best interests of the Partnership and each of its Partners. Notwithstanding the foregoing, PGGM PRE Fund acknowledges and agrees that Inland or the General Partner owes no fiduciary or other duty to PGGM PRE Fund to cause the Owned Properties to be treated any differently than any other Property which may now or hereafter be owned, managed or leased by Inland, the General Partner or any of their Affiliates, and that Inland and the General Partner shall be entitled to directly compete with the Partnership and PGGM PRE Fund with respect to the activities of the Partnership provided such competition does not otherwise violate the provisions of Section 14.4, the Property Management Agreement or the Leasing Agreement.  Inland, on behalf of itself and its Affiliates and subsidiaries, agrees that, and subject to obtaining the approval of the Limited Partners in the case of Major Decisions, for as long as the General Partner is an Affiliate of Inland, the General Partner shall operate the Partnership, REIT Entities, Property Entities and Owned Properties in a manner consistent with the customary standards for similar equity investments and properties owned by Inland and its Affiliates taking into consideration the specific characteristics of the Owned Properties.

ARTICLE 15

Counsel; Amendments

15.1         Counsel to the Partnership.  The General Partner shall, with the approval of the Limited Partners, select attorneys for the Partnership, REIT Entities and Property Entities.  The reasonable fees and disbursements of attorneys so selected shall be paid by the Partnership.

15.2         Amendments.  The terms and provisions of this Agreement may be modified or amended at any time and from time to time only with the unanimous written consent of the Limited Partners.

ARTICLE 16

Representations and Warranties and Conditions

16.1         Representations of Inland.  Inland represents and warrants to PGGM PRE Fund, as an inducement to PGGM PRE Fund to execute this Agreement and perform its covenants and agreements contained herein as follows:

(a)           Organization and Authority.

(i)            Inland is duly formed and is validly existing and in good standing under the laws of the State of Maryland.

(ii)           Inland has the full right, corporate power and corporate authority and has obtained any and all consents required of it to enter into this Agreement and the other Transaction Documents, to cause the Inland Parties to comply with the terms of this Agreement and the other Transaction Documents to which they are a party and to consummate or cause to be consummated the transactions contemplated hereby and thereby. This Agreement has been, and all of the documents to be executed and delivered by Inland or any Inland Party at the closing of a contribution of an Inland Property or the acquisition of an Additional Property will be will be, authorized and properly executed and constitute, or will constitute, as appropriate, the legal, valid and binding obligation of Inland and the applicable Inland Party, 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 Inland Institutional Capital Partners (“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 Inland or any Inland Party is subject or any provision of the bylaws or charter of Inland or the equivalent constitutional documents of any Inland Party; or (B) except as set forth in any schedule to be attached to a Contribution Agreement with respect to indebtedness secured by a contributed Property, 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 Inland or any Inland Party 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 Inland’s Knowledge, threatened against Inland or any Inland Party which would challenge or impair Inland’s ability to perform its obligations under this Agreement or any of the Transaction Documents, or challenge or impair the ability of any Inland Party to transfer its property.

(d)           Brokerage Commissions.  Other than Inland’s retention of Inland IICP or its Affiliate, neither Inland nor any Inland Party has dealt with any real estate broker, sales person or finder in connection with the transactions contemplated by this Agreement (either on their own behalf or on behalf of the Partnership). If any claim is made for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby as a result of any action of Inland or any Inland Party, Inland shall defend, indemnify and hold harmless the Partnership and PGGM PRE Fund from and against any such claim based upon any statement, representation or agreement of such party.

(e)           Not a Prohibited Person.  Inland is not a Prohibited Person.  The assets Inland will transfer to the Partnership pursuant to this Agreement are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person.

16.2         Representations of PGGM PRE Fund.  PGGM PRE Fund represents 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 PGGM PRE Fund to execute, deliver and perform this Agreement or any other Transaction Document to which PGGM PRE Fund is a party, except such consent, waiver, approval,

authorization, filing, registration, or qualification which has already been made, obtained or given.

(e)           Brokerage Commissions.  PGGM PRE Fund has not dealt with any real estate broker, sales person or finder in connection with the transactions contemplated by this Agreement (either on their own behalf or on behalf of the Partnership). If any claim is made for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby as a result of any action of PGGM PRE Fund, PGGM PRE Fund shall defend, indemnify and hold harmless the Partnership and Inland from and against any such claim based upon any statement, representation or agreement of such party, it being understood, however, that the fees of ICAP are the responsibility of Inland.

(f)            Not a Prohibited Person.  PGGM PRE Fund is not a Prohibited Person.  The assets PGGM PRE Fund will transfer to the Partnership pursuant to this Agreement are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person.

16.3         Securities Representations.  Each of the Partners hereby represents and warrants to the other Partners as to itself as follows:

(a)           No Registration Statement.  It has been advised no registration statement relating to interests in the Partnership, the PGGM PRE Fund Put Option, or otherwise has been or shall be filed with the United States Securities and Exchange Commission under the Federal Securities Act of 1933, as amended, or the securities laws of any state.

(b)           Representations and Warranties.  Each Limited Partner represents and warrants to the General Partner and to the Partnership as to itself that:

(i)            This Agreement has been duly authorized, executed and delivered by such Partner and constitutes the valid and legally binding agreement of such Partner, enforceable in accordance with its terms against such Partner, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditor’s rights generally, by general equitable principles and by any implied covenant of good faith and fair dealing.

(ii)           Such Partner’s interest in the Partnership, and with respect to PGGM PRE Fund, the PGGM PRE Fund Put Option, has been or will be acquired solely by and for the account of such Partner, for investment purposes only and is not being purchased for subdivision, fractionalization, resale or distribution; such Partner has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else such Partner’s interest, or with respect to PGGM PRE Fund, the PGGM PRE Fund Put Option (or any portion thereof); and such Partner has no present plans or intentions to enter into any such contract, undertaking or arrangement.

(iii)          Such Partner’s interest in the Partnership, and with respect to PGGM PRE Fund, the PGGM PRE Fund Put Option, has not and will not be registered under the Securities Act or the securities laws of any state, and cannot be sold or transferred without compliance with the registration provisions of Securities Act, as amended, and the applicable state securities laws, or compliance with exemptions, if any, available thereunder.  Such Partner understands that neither the Partnership nor the General Partner have any obligation or intention to register the interests or the PGGM PRE Fund Put Option under any Federal or state securities act or law, or to file the reports to make public the information required by Rule 144 under the Securities Act.  Such Partner expressly represents that (a) it has such knowledge and experience in financial and business matters in general, and in sophisticated real estate transactions of the type to be made by the Partnership in particular; (b) it is capable of evaluating the merits and risks of an investment in the Partnership; (c) its financial condition is such that it has no need for liquidity with respect to its investment in the Partnership to satisfy any existing or contemplated undertaking or indebtedness; (d) it is able to bear the economic risk of its investment in the Partnership for an indefinite period of time, including the risk of losing all of such investment, and loss of such investment would not materially adversely affect it; (e) it has either secured independent tax advice with respect to the investment in the Partnership, upon which it is solely relying, or it is sufficiently familiar with the income taxation of partnerships that it has deemed such independent advice unnecessary; (f) it is familiar with Rule 144 under the Securities Act, which establishes definitive guidelines governing, among other things, the resale of “restricted securities” (securities, such as the Partnership Interests and the PGGM PRE Fund Put Option, subordinated notes and convertible notes, which are acquired from the issuer of such securities in a transaction not involving any public offering); and (g) it acknowledges that Rule 144 is not presently available for transfers of the Partnership Interests or the PGGM PRE Fund Put Option, because, among other things, the Partnership is not presently required to file the reports required to be filed by Section 15(d) of the Securities Exchange Act of 1934 and does not have a class of securities registered pursuant to Section 12 of that statute; and, even if the Partnership were required to file reports under the Securities Exchange Act of 1934, and had filed all reports required to be filed, reliance on Rule 144 to transfer the Partnership Interests and the PGGM PRE Fund Put Option is subject to other restrictions and limitations, as set forth in such Rule.

(iv)          Such Partner acknowledges that all documents pertaining to this Agreement and the transactions contemplated herein have been made available and an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the documents has been provided.  Such Partner is aware of the provisions of this Agreement providing for Capital Contributions and dilution of its interest in the Partnership.

(v)           Such Partner has relied solely upon the documents submitted to it and independent investigations made by it in making the decision to purchase its interest in the Partnership.

(vi)          Such Partner expressly acknowledges that (A) no Federal or state agency has reviewed or passed upon the adequacy or accuracy of the information set forth in the documents submitted to such Partner or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of an investment in the Partnership; (B) there are restrictions on the transferability of such Partner’s interest in the Partnership; (C) there will be no public market for the interest, and, accordingly, it may not be possible for such Partner to liquidate its investment in the Partnership; and (D) any anticipated Federal or state income tax benefits applicable to such Partner’s interest may be lost through changes in, or adverse interpretations of, existing laws and regulations.

(vii)         The bona fide principal place of business of such Partner is at the address set forth on the signature pages hereof and that it was not formed for the purpose of making an investment in the Partnership.

16.4         National Security Representations.  Each Partner represents, warrants and certifies to the other that (a) the Partner is not, and is not acting, directly or indirectly, for or on behalf of, a Terrorist, and (b) the Partner is not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any Terrorist.  Notwithstanding anything contained in this Agreement to the contrary, no Partner, or any person acting on behalf of a Partner shall knowingly permit any Owned Property or any portion thereof to be used by any person, entity, concessionaire, licensee, assignee, lessee or sublessee that is or has been designated as a Terrorist.  In addition to, and not in limitation of, any and all other indemnities of a Partner contained herein, each Partner agrees to indemnify the Partnership and each other Partner for any and all losses, liabilities, damages, penalties (civil and criminal), fines, costs and expenses suffered or incurred by the Partnership or the other Partner and arising from or related to any violation or breach of the foregoing representations, warranties, certifications and obligations.

ARTICLE 17

General Provisions

17.1         Notices.  All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given:

(a)           Upon personal delivery or affirmative refusal of receipt of delivery with general knowledge of its contents and purpose;

(b)           On the next Business Day following delivery via a recognized overnight delivery service such as Federal Express, UPS or DHL, provided that such day is a Business Day in the recipient’s jurisdiction; or

(c)           Upon mechanical confirmation of receipt by facsimile or email, provided that a copy is also sent via a recognized overnight delivery service for delivery the next day.

Notices hereunder shall be addressed as follows:

Any Partner may change its address for all future notices, offers or other communications by giving notice to the General Partner and all Partners stating its new address.

17.2         Successors.  This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of all Partners and their legal representatives, heirs, successors and permitted assigns, except as expressly herein otherwise provided.

17.3         Governing Law.  This Agreement shall be construed in conformity with the laws of the State of Delaware, as applied to agreements whose only parties are residents of such state and which are to be performed entirely within such state.

17.4         Personal Jurisdiction.  Except as otherwise set forth herein, the Partnership, the General Partner and each Limited Partner hereby irrevocably consent to the jurisdiction of the United States District Court for the Northern District of Illinois for purposes of any litigation among or between the Partnership, the General Partner and any Limited Partner concerning the Partnership or this Agreement, including for the avoidance of doubt the schedules and exhibits to this Agreement, or any other litigation to which the Partnership, the General Partner or any Limited Partner is a party under any Contribution Agreement, REIT Contribution Agreement, the Property Management Agreement, the Subscription and Lock-Up Agreement or the Leasing Agreement.  In any such proceeding, the Partnership and each Partner shall be deemed to have waived its right to a trial by jury.  The parties hereto hereby individually agree that they shall not assert any claim that they are not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or arguments.  Service of process on any of the parties hereto with regard to any such action may be made by mailing the process to such person by regular or certified mail to the address of such person set forth herein or to any subsequent address to which notices shall be sent.

17.5         Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

17.6         Pronouns and Headings.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.  The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

17.7         Partners Not Agents.  Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein.

17.8         No Third Party Beneficiaries.  Without limiting any of the provisions of this Agreement, including any obligations of Partners to make Capital Contributions or to return money or other property to the Partnership, except for Sections 7.4 and 9.7, the provisions of this Agreement are intended solely to benefit the Partnership and the parties hereto and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Partnership (and no such creditor shall be a third party beneficiary of this Agreement), and the Partners shall have no duty or obligation to any creditor of the Partnership to make any contributions or return any money or other property to the Partnership.

17.9         Entire Understanding.  This Agreement, including for the avoidance of doubt the schedules and exhibits to this Agreement, the Contribution Agreement, the REIT Contribution Agreement, the Property Management Agreement, the REIT Agreement, the Subscription and Lock-Up Agreement and the Leasing Agreement constitute the entire

understanding among the Partners and supersedes any prior understanding and/or written or oral agreements among them with respect to the Partnership.

17.10       Severability.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other then those to which it is held invalid by such court, shall not be affected thereby.

17.11       Further Assurances.  Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

17.12       Partnership Set-Off Rights.  The Partnership shall be entitled to set off against any amounts which may be or become due to a Partner from the Partnership any obligations, fees, expenses or other amounts which may be payable to the Partnership by such Partner.

17.13       Prevailing Party.  If any party to this Agreement shall commence any action against another such party in order to enforce any provision of this Agreement, or to recover damages as the result of the breach of any of the provisions of this Agreement, the prevailing party in such action shall be entitled to recover all reasonable costs (including reasonable attorney’s fees and paralegal’s fees) incurred in connection therewith against the party who has breached this Agreement.  Notwithstanding a settlement or other resolution of any such action without the issuance of a definitive ruling by a court, including, but not limited to, any agreement by the parties that such settlement is not an admission of liability by either party, no such settlement or resolution shall constitute a waiver of this Section, and each party acknowledges and agrees that it shall be entitled to petition the court for a determination that it is the prevailing party and entitled to recovery of its reasonable costs hereunder.

17.14       Press Releases.  No press releases shall be issued by any party with respect to the matters that are the subject of this Agreement without the prior approval of the other party, which approval will not be unreasonably withheld.  If any party shall fail to respond to a request for approval of a press release within two Business Days after such party has been given the press release by the party requesting approval, such press release shall be deemed to be approved.

17.15       Construction.  This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

17.16       Attorneys’ Fees and Costs.  Except as provided in Section 6.6, each Partner shall be solely responsible for its attorneys’ fees and costs incurred in the drafting, negotiation and preparation of this Agreement and all document incident thereto.

17.17       Limited Liability.  The other Partners acknowledge and agree that (i) PGGM PRE Fund has informed them that PGGM PRE Fund is not a partnership (personenvennootschap) under Dutch law and (ii) any claims that they may have against PGGM PRE Fund are against the PGGM PRE Fund as such, and not against the investors in PGGM PRE Fund, who accordingly, are not liable for any such claims.

17.18       Exclusion Policy.  The General Partner agrees that the Partnership shall apply the PGGM PRE Fund’s exclusions policy (the “PGGM Exclusions Policy”) which refers to the PGGM exclusions list (the “PGGM Exclusions List”) attached hereto as EXHIBIT 17.18-A.  The General Partner acknowledges that the PGGM PRE Fund may, from time to time, require additional exclusions to be added to the PGGM Exclusions List (each, an “Additional PGGM Exclusion”). The General Partner agrees that the PGGM PRE Fund has the right to update the PGGM Exclusions List with Additional PGGM Exclusions twice a year.  In the event PGGM PRE Fund notifies the General Partner in writing of any Additional PGGM Exclusion, the General Partner agrees to use its reasonable efforts to the extent consistent with its duties and obligations to the Partnership not to make any investments on behalf of the Partnership that violate such Additional PGGM Exclusion.  For the avoidance of doubt, the General Partner hereby confirms that the Partnership shall at no time invest in any publicly traded United States real estate investment trusts or taxable Australian property within the meaning of Division 855 of the Australian Income Tax Assessment Act (1997).

17.19       RIRE.  The General Partner shall adhere to the Responsible Investment Policy for Real Estate (the “RIRE”) attached hereto as EXHIBIT 17.19-A.  As of the date hereof, the General Partner is not aware of any conflict between the terms of this Agreement and the RIRE.  The General Partner acknowledges that the PGGM PRE Fund may from time to time update the RIRE.  The General Partner will use its commercially reasonable efforts to adhere to such updates.

[Intentionally Left Blank; Signature Page to Follow.]

[Signature page to Limited Partnership Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date above written.

EXHIBIT 1-A

INITIAL PARTNERSHIP WIRE INSTRUCTIONS

To be separately provided.

EXHIBIT 1-B

Defined Terms Index

EXHIBIT 4-A

FORM OF

REIT AGREEMENT

LIMITED LIABILITY COMPANY AGREEMENT

OF

[                          ], LLC

(a Delaware limited liability company)

           , 2010

CONTENTS

CONTENTS

ii

CONTENTS

iii

LIMITED LIABILITY COMPANY AGREEMENT
OF
[                          ], LLC
(a Delaware limited liability company)

THIS LIMITED LIABILITY COMPANY AGREEMENT of [                      ], LLC, a Delaware limited liability company (the “Company”), dated and effective as of                  , 2010, is entered into by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

W I T N E S S E T H

WHEREAS, the Company was formed on May 18, 2010, at which time the Certificate was filed with the Secretary of State of Delaware;

WHEREAS, INP Retail Management Company, LLC, a Delaware limited liability company (the “Manager”), is the Manager of the Company;

WHEREAS, the Company will elect to be taxed as a real estate investment trust under Sections 856-860 of the Code; and

WHEREAS, this Agreement shall constitute the “limited liability company agreement” (within the meaning of the Act) of the Company, and shall be binding upon all Persons now or at any time hereafter that are Members.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement (including exhibits, schedules and amendments) shall have the meanings set forth below or in the Section of this Agreement referred to below, except as otherwise expressly indicated or limited by the context in which they appear in this Agreement.  All terms defined in this Agreement in the singular have the same meanings when used in the plural and vice versa.  Accounting terms used but not otherwise defined shall have the meanings given to them under generally accepted accounting principles.  References to Sections, Articles and Exhibits refer to the sections and articles of, and the exhibits to, this Agreement, unless the context requires otherwise.

“Act” means the Delaware Limited Liability Company Act, as amended.

“Affiliate” means, with respect to a specified Person, (i) any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person, or (ii) any Person that is an officer, general partner or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person serves in a similar capacity.  For this purpose, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Limited Liability Company Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time as herein provided.

“Budget” has the meaning ascribed thereto in the Partnership Agreement.

“Capital Contribution” means the amount of cash and the fair market value of other property contributed to the Company from time to time by a Member as set forth on Exhibit A.

“Certificate” means the “Certificate of Formation” of the Company, as originally filed with the office of the Secretary of State of the State of Delaware on May 18, 2010, as amended, restated, supplemented or otherwise modified from time to time as herein provided.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any subsequent federal law of similar import, and, to the extent applicable, any Treasury Regulations promulgated thereunder.

“Common Units” means the limited liability company interests in the Company designated as such with the rights, powers and duties set forth herein, and expressed in the number set forth on Exhibit A, as such exhibit may be amended from time to time.

“Company” means [                          ].

“Company Asset” means the direct or indirect interest of the Company in the Owned Properties.

“Domestically-Controlled REIT” means a real estate investment trust that is a “domestically-controlled qualified investment entity” for purposes of Section 897(h)(4)(B) of the Code.

“Entity” means any partnership, corporation, business trust, limited liability company, proprietorship, joint stock company, trust, estate, unincorporated association joint venture, pension fund, governmental entity, cooperative, association or other foreign or domestic entity or enterprise.

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“Indemnified Parties” has the meaning ascribed thereto in Section 5.1(b).

“Inland” means Inland Real Estate Corporation, a Maryland corporation.

“Liquidator” has the meaning ascribed thereto in Section ARTICLE 0(a).

“Major Decision” has the meaning ascribed thereto in Exhibit D.

“Manager” means INP Retail Management, LLC or any other manager or managers of the Company designated from time to time in accordance with Section ARTICLE 0, each which shall be deemed to be a “manager” within the meaning of the Act.

“Members” means all Persons, including, without limitation, any successor or assign of an existing Member in accordance with the terms of this Agreement, holding interests in the Company whose Capital Contributions have been accepted by the Company so long as such Persons’ capital is invested in the Company, and including each Person admitted as an additional Member of the Company, as listed from time to time on Exhibit A in such Person’s capacity as “members” of the Company within the meaning of the Act.

“Net Cash Flow” means, for any period, all cash revenues and other funds received by the Company during such period (other than Capital Contributions), plus amounts released from reserves, less all sums paid to lenders and all cash expenses, costs and capital expenditures made during such period from such sources and after setting aside appropriate reserves, as determined by the Manager in its sole discretion.

“Owned Property” and “Owned Properties” shall mean the necessity based shopping centers owned by the Property Entities, and all improvements, additions, replacements, easements and any and all other rights appurtenant thereto, and all personal property that might be used or useful in connection therewith.

“Partner” shall mean any Limited Partner or the General Partner, as such terms are defined in the Partnership Agreement.

“Partnership” means INP Retail, L.P., a Delaware limited partnership, in its capacity as a Member of the Company, including, without limitation, any successor or assign of the Partnership.

“Partnership Agreement” means that Limited Partnership Agreement of the Partnership, dated as of June 3, 2010, as amended from time to time in accordance with the terms thereof.

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“Percentage Interest” means, as to each Member, its interest in the Company as determined by dividing the number of Common Units owned by such Member by the total number of Common Units then issued and outstanding and as set forth on Exhibit A, as such exhibit may be amended from time to time.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so admits.

“Preferred Units” has the meaning ascribed thereto in Section 3.1(a).

“Property Entities” shall mean any group of two or more or all (as the context may apply) of the entities each of which is established as a Property Entity pursuant to this Agreement.

“Property Entity” shall mean a single purpose entity that is disregarded as separate from its owner for federal income tax purposes and that owns and operates an Owned Property.

“Property Management Agreement” means the Property Management Agreement in the form to be agreed to by the General Partner, the Limited Partners and the Partnership pursuant to the Partnership Agreement.

“Qualifying Lease” means a lease entered into with respect to any Owned Property covering 10,000 rentable square feet or more.

“REIT Compliance Interests” means the equity interests in the Company that are issued to the REIT Compliance Parties in order to comply with the requirement of Code Section 856(a)(5) that the beneficial interests in a real estate investment trust must be held by one hundred (100) or more persons.  The terms of the REIT Compliance Interests shall be determined by the Manager.

“REIT Compliance Parties” shall mean all of the Members other than the Partnership.

“Securities Act” means the Securities Act of 1933, or any successor thereto, as amended from time to time.

“Transfer” means to give, sell, assign, pledge, hypothecate, devise, bequeath, or otherwise dispose of, transfer, or permit to be transferred, during life or at death.  The word “Transfer,” when used as a noun, shall mean any Transfer transaction.

“Treasury Regulations” means the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

4

“Units” means the limited liability company interests in the REIT and shall include the Common Units and the Preferred Units.

“U.S. GAAP” means U.S. generally accepted accounting principles at the time in effect.

“U.S. Person” means a “U.S. Person” as such term is defined in Section 7701(a)(30) of the Code.

ARTICLE 2

ORGANIZATION

Formation.  The parties hereto hereby agree to the formation of the limited liability company known as [                ], LLC, as a limited liability company under the provisions of the Act.

Name.  The name of the Company shall be “[                  ], LLC”.  The business of the Company shall be conducted under such name or such other names as the Manager may from time to time designate.