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Promissory Note - INLAND REAL ESTATE CORP - 11-16-1998

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Promissory Note - INLAND REAL ESTATE CORP - 11-16-1998 Powered By Docstoc
					PROMISSORY NOTE $54,600,000.00 New York, New York September 25, 1998 FOR VALUE RECEIVED INLAND REAL ESTATE LB I LLC, a Delaware limited liability company, as maker, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), hereby unconditionally promises to pay to the order of LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, doing business as LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC., as payee, having an address at Three World Financial Center, New York, New York 10285 ("Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FIFTY-FOUR MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($54,600,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement dated as of September 25, 1998 between Borrower and Lender (the "Loan Agreement"). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement. ARTICLE 1: PAYMENT TERMS Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. ARTICLE 2: DEFAULT AND ACCELERATION The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid on or prior to the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default. ARTICLE 3: LOAN DOCUMENTS This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

ARTICLE 4: SAVINGS CLAUSE Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the maximum lawful rate or amount, (b) in calculating whether any interest exceeds the lawful maximum, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the lawful maximum, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower.

ARTICLE 4: SAVINGS CLAUSE Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the maximum lawful rate or amount, (b) in calculating whether any interest exceeds the lawful maximum, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the lawful maximum, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower. ARTICLE 5: NO ORAL CHANGE This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. ARTICLE 6: WAIVERS Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of the Debt, under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership, the agreements iherein contained shall remain in force and applicable, notwithstanding any changes in the individuals comprising the partnership, and the term"Borrower,"as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term "Borrower" as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on -2 -

transfers of interests in such partnership which may be set forth in the Loan Agreement, the Mortgage or any other Loan Document.) ARTICLE 7: TRANSFER Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer except as provided in the Loan Agreement, Lender may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall from that date forward forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred.

transfers of interests in such partnership which may be set forth in the Loan Agreement, the Mortgage or any other Loan Document.) ARTICLE 7: TRANSFER Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer except as provided in the Loan Agreement, Lender may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall from that date forward forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred. ARTICLE 8: EXCULPATION The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein. ARTICLE 9: GOVERNING LAW (A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5- 1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER'S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT -3-

TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: CT CORPORATION SYSTEMS 1633 BROADWAY NEW YORK, NEW YORK 10019

TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: CT CORPORATION SYSTEMS 1633 BROADWAY NEW YORK, NEW YORK 10019 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. ARTICLE 10: NOTICES All notices or other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement. -4-

IN WITNESS WHEREOF, Borrower has executed this instrument the day and year first above written. INLAND REAL ESTATE LB I LLC, a Delaware limited liability company By: INLAND REAL ESTATE LB I CORPORATION, a Delaware corporation, its member
By: /s/ Mark Zalatoris ---------------------------------Name: Mark Zalatoris Title: Vice President

LIMITED LIABILITY COMPANY AGREEMENT OF INLAND REAL ESTATE LB I LLC

IN WITNESS WHEREOF, Borrower has executed this instrument the day and year first above written. INLAND REAL ESTATE LB I LLC, a Delaware limited liability company By: INLAND REAL ESTATE LB I CORPORATION, a Delaware corporation, its member
By: /s/ Mark Zalatoris ---------------------------------Name: Mark Zalatoris Title: Vice President

LIMITED LIABILITY COMPANY AGREEMENT OF INLAND REAL ESTATE LB I LLC This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of Inland Real Estate LB I LLC (the "Company"), is entered into by Inland Real Estate LB I Corporation, as the sole member (the "Initial Member"). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto. The Initial Member, by execution of this Agreement, (i) hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. 18-101, et seq.), as amended from time to time (the "Act"), and (ii) hereby agrees as follows: 1. Name. The name of the limited liability company hereby created is Inland Real Estate LB I LLC. 2. Principal Business Office. The principal business office of the Company shall be located at 2901 Butterfield Road, Oak Brook, IL 60523, or such other location as may hereafter be determined by the Member. 3. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. 5. Members. a. The name and the mailing address of the Initial Member is set forth on Schedule B attached hereto. b. Subject to Section 9(b), the Member may act by written consent.

LIMITED LIABILITY COMPANY AGREEMENT OF INLAND REAL ESTATE LB I LLC This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of Inland Real Estate LB I LLC (the "Company"), is entered into by Inland Real Estate LB I Corporation, as the sole member (the "Initial Member"). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto. The Initial Member, by execution of this Agreement, (i) hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. 18-101, et seq.), as amended from time to time (the "Act"), and (ii) hereby agrees as follows: 1. Name. The name of the limited liability company hereby created is Inland Real Estate LB I LLC. 2. Principal Business Office. The principal business office of the Company shall be located at 2901 Butterfield Road, Oak Brook, IL 60523, or such other location as may hereafter be determined by the Member. 3. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. 5. Members. a. The name and the mailing address of the Initial Member is set forth on Schedule B attached hereto. b. Subject to Section 9(b), the Member may act by written consent. 6. Certificates. Samuel A. Orticelli, as an "authorized person" within the meaning of the Act, has executed, delivered and filed the Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Member thereupon became the designated "authorized person" and shall continue as the designated "authorized person" within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Minnesota, Wisconsin, Indiana and Illinois and in any other jurisdiction in which the Company may wish to conduct business. 7. Purposes. Subject to Section 9(b), the purposes of the Company are to engage in the following activities: a. to acquire, own, hold, administer, service, manage, sell and otherwise deal with the Properties;

b. to issue, authorize and deliver the Note and other Basic Documents; c. to execute, deliver and perform the Basic Documents; d. to do such other things and carry on any other activities which are necessary, convenient or incidental to any of the foregoing purposes. 8. Powers. Subject to Section 9(b), the Company shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 conferred upon limited liability companies formed pursuant to the Act. 9. Management. a. Member(s). Subject to Section 9(b), the business and affairs of the Company shall be managed by or under the direction of the Member. Subject to Section 9(b), the Member has the authority to bind the Company. b. Limitations on the Company's Activities. (i) This Section 9(b) is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose entity" for the purpose of the Indebtedness. So long as any portion of the Indebtedness is outstanding the provisions of this Section 9(b) shall supercede and control any other provision hereof to the contrary. (ii) The Member shall not, so long as any Indebtedness is outstanding, amend, alter, change or repeal Sections 7, 8, 9, 20, 21, 22, 24, 26 or 30 of this Agreement without consent of Lender, or after a securitization of the Loan, only upon (a) confirmation from each Rating Agency that such action would not result in the qualification, withdrawal or downgrade of any securities rating assigned in such securitization, and (b) Lender's consent to such action. (iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company or the Member, so long as any Indebtedness is outstanding, neither the Company nor the Member shall be authorized or empowered, nor shall they permit the Company without the prior written consent of the Member including the unanimous consent of the board of directors of the Member, to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or, to the fullest extent permitted by law, take action in furtherance of any such action, or dissolve or liquidate the Company, or consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company. (iv) Unless otherwise provided in the Loan Agreement, so long as any Indebtedness is outstanding, the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Member also shall cause the Company to: (1) maintain its own separate books and records and bank accounts; (2) at all times hold itself out to the public as a legal entity separate from the Member and any other Person and not identify itself as a division of any other person or entity; (3) observe all limited liability company or other formalities; (4) file its own tax returns provided, however, that Company's assets may be included in a consolidated tax return of its parent companies if inclusion on such a consolidated tax return is required to comply with the requirement of generally accepted accounting principles ("GAAP") or any other applicable law. Company shall maintain its books, records, resolutions and agreements as official records.

(5) not commingle its assets with assets of any other Person and hold all of its assets in its own name; (6) conduct its business in its own name; (7) maintain all of its books, records, financial statements and bank accounts separate from those of any other person and Company's assets will not be listed as assets on the financial statement of any other person; provided, however, that Company's assets may be included in a consolidated financial statement of its parent companies if inclusion on such a consolidated statements is required to comply with the requirements of GAAP, but only if (i) such consolidated financial statements shall contain a footnote to the effect that Company's assets are owned by Company and that they are being included on the financial statement of its parent solely to comply with the requirements of GAAP, and (ii) such assets shall be listed on Company's own separate balance sheet. (8) pay its own liabilities and expenses only out of its own funds; (9) maintain an arm's length relationship with its Affiliates and its Member and enter into transactions with Affiliates only on a commercially reasonable basis; (10) pay the salaries of its own employees, if any, from its own funds. (11) not hold out its credit as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space and services performed by any employee of an Affiliate; (13) use separate stationery, invoices and checks bearing its own name; (14) not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital and a sufficient number of employees in light of its contemplated business operations; (17) not acquire any obligations or securities of its Affiliates, including the Member; and (18) not make loans to any other person or entity or to buy or hold evidence of indebtedness issued by any other person. (v) So long as any Indebtedness is outstanding, the Member shall not cause or permit the Company to: (1) guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than that arising out of the issuance of the Indebtedness or the actions required or permitted to be performed under Section 7, the Loan Agreement or this Section 9(b); (3) incur, create or assume any indebtedness other than the Indebtedness or as otherwise expressly permitted under the Loan Agreement; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person; (5) engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Loan Agreement; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other). 10. INTENTIONALLY OMITTED 11. INTENTIONALLY OMITTED

12. Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. 13. Capital Contributions. The Initial Member is deemed admitted as the Member of the Company upon the execution and delivery of this Agreement. The Initial Member has contributed the amount of cash to the Company listed on Schedule B attached hereto. 14. Additional Contributions. The Initial Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 14, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a thirdparty beneficiary of this Agreement) and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement. 15. Allocation of Profits and Losses. The Company's profits and losses shall be allocated to the Member. 16. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or the Basic Documents. 17. Books and Records. The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company's business. The books of the Company shall at all times be maintained by the Member. Each Member, if more than one, and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company shall not have the right to keep confidential from the Member any information which would otherwise be permitted to keep confidential from the Member pursuant to Section 18-305(c) of the Act. The Company's books of account shall be kept using the method of accounting determined by the Member. The Company's independent auditor shall be an independent public accounting firm selected by the Member. 18. Reports. a. Within 60 days after the end of each fiscal quarter, the Member shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter: (i) unless such quarter is the last fiscal quarter, a balance sheet of the Company; and (ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter. b. The Member shall cause to be prepared within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company; (ii) an income statement of the Company for such fiscal year; and (iii) a statement of such Member's capital account. c. The Member shall, after the end of each fiscal year, use reasonable efforts to cause the Company's independent accountants to prepare and transmit to each Member as promptly as such tax information as may be reasonably necessary to enable such Member to prepare its federal, state and local income tax returns relating to such fiscal year. 19. INTENTIONALLY OMITTED. 20. Exculpation and Indemnification. a. No Member, employee or agent of the Company and no director, officer, employee, representative, agent or Affiliate of the Member (collectively, the "Covered Persons") shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. b. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof. c. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20. d. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. e. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. f. The foregoing provisions of this Section 20 shall survive any termination of this Agreement. 21. Assignments. Without the prior written consent of Lender, neither Company nor its Member, except as permitted under the Loan Agreement, shall:

(i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Properties, any part thereof or any interest therein (including any ownership interest in Company or Member, (ii) further encumber, alienate, grant a lien or grant any other interest in the Properties or any part thereof (including any ownership interest in Company and the Member) whether voluntarily or involuntarily, or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Properties. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement. 22. Resignation. So long as any Indebtedness is outstanding, the Initial Member may not resign unless consistent with the transfer and substitution provisions of the Loan Agreement. A Member (other than the Initial Member) may resign from the Company with the written consent of the Initial Member. If a Member is permitted to resign pursuant to this Section 22, an additional member of the Company shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company. 23. INTENTIONALLY OMITTED 24. Dissolution. a. Subject to Section 9(b), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. b. Notwithstanding any other provision to the contrary, the Bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, the Member waives any right it might have under Section 18-801(b) of the Act to agree in writing to dissolve the Company upon the Bankruptcy of the Member or the occurrence of an event that causes a Member to cease to be a member of the Company. c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18- 804 of the Act. 25. Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each Member hereby irrevocably waives any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to

Section 16 hereof. The interest of the Member in the Company is personal property. 26. Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person. 27. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 28. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. 29. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 30. Amendments. Subject to Section 9(b), this Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 31. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 32. Notices. Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of a Member, to such Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party. 33. Enforcement by Board of Directors of Member Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20, 21, 22, 24, 26, 30 or this Section 33, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by each member of the board of directors of the Member (including the Independent Director of the board), in accordance with its terms. Notwithstanding, any other provision of this Agreement, the Independent Director of the Member is an intended beneficiary of the Agreement. IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the ____ day of September, 1998. MEMBER: INLAND REAL ESTATE LB I

CORPORATION, a Delaware corporation
By: /s/ Gary Pechter Name: Gary Pechter Title: Assistant Secretary

IN WITNESS WHEREOF, the Company hereby agrees to be bound by this Agreement and hereby becomes a party thereto, this ________ day of September, 1998. INLAND REAL ESTATE LB I CORPORATION, a Delaware corporation
By: /s/ Gary Pechter Name: Gary Pechter Title: Assistant Secretary

SCHEDULE A Definitions A. Definitions When used in this Agreement, the following terms not otherwise defined herein have the following meanings: "Act" has the meaning set forth in the preamble to this Agreement. "Affiliate" means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person. "Agreement" means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented form time to time. "Bankruptcy" means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged as bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receivor or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. "Basic Documents" means Loan Agreement, Promissory Note, Mortgage and Security Agreement, Assignment of Leases and Rents, Assignment of Management Agreement and Subordination of Management Fees, Environmental Indemnity Agreement, and Cash Management Agreement and any other Loan Documents executed by the Company in favor of the Lender. "Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on September _______, 1998, as amended or amended and restated from time to time. "Collateral" has the meaning assigned to that term in the Loan Agreement. "Company" means Inland Real Estate LB I LLC, a Delaware limited liability company.

"Control" means the possession, directly or indirectly, or the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. "Controlling" and "Controlled" shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests. "Covered Persons" has the meaning set forth in Section 20a. "Indebtedness" means the obligations of the Company arising under the Note. "Initial Member" means Inland Real Estate LB I Corporation, as the sole member of the Company. "Loan Agreement" means that certain Loan Agreement by and between the Company and Secore Financial Corporation. "Member" means the Initial Member and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement. "Note" shall mean that certain note made by Company in favor of Secore Financial Corporation, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, including any Defeased Note and Undefeased Note that may exist from time to time. "Note Trustee" means the note trustee as appointed by Secore Financial Corporation. "Officer's Certificate" has the meaning assigned to that term in the Loan Agreement. "Properties" means those properties listed on Schedule C. "Person" means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority. "Rating Agency" has the meaning assigned to that term in the Loan Agreement. "Rating Agency Condition" means, with respect to any action that each of the Rating Agencies shall have notified the Lender in writing that such action will not result in a reduction, qualification, or withdrawal of the then current rating by such Rating Agency of any Series or Class of the Notes. B. Rules of Construction Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation." The terms "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement. SCHEDULE B Member(s)
Agreed Value of Percentage Capital Contribution Interest

Name Inland Real Estate LB I Corporation

Mailing Address

2901 Butterfield Rd. Oak Brook, IL 60523

100%

SCHEDULE C

List of the Properties

LAKE PARK PLAZA SHOPPING CENTER 4301 Franklin Street, Route 421 Michigan City, Indiana ST. JAMES CROSSING SHOPPING CENTER 800-844 E. Ogden Avenue Westmont, Illinois HOMEWOOD PLAZA SHOPPING CENTER 17510 S. Halsted Homewood, Illinois HIGH POINT CENTRE SHOPPING CENTER 7475 Mineral Pointe Road Madison, Wisconsin CHESTNUT COURT SHOPPING CENTER 7511 Lemont Road Darien, Illinois OAK FOREST COMMONS SHOPPING CENTER NE corner of 159th and Central Avenue Oak Forest, Illinois NAPER WEST PLAZA SHOPPING CENTER 510-618 S. Route 59 Naperville, Illinois BERGEN PLAZA SHOPPING CENTER 7101 10th Street North Oakdale, Minnesota WAUCONDA SHOPPING CENTER 612-620 N. Liberty Street (Route 176) Wauconda, Illinois WISNER/MILWAUKEE PLAZA SHOPPING CENTER 2847-2865 N. Milwaukee Avenue Chicago, Illinois WESTERN HOWARD SHOPPING CENTER 2341-57 West Howard Street Chicago, Illinois ELMHURST CITY CENTRE Lot 2: 149 N. York Road Lot 4: One City Centre Elmhurst, Illinois

COLUMN FINANCIAL October 23, 1998 A DONALDSON, LUFKIN & JENRETTE COMPANY LOAN COMMITMENT Inland Real Estate Corporation Retail/Office/Industrial 2901 Butterfield Road

COLUMN FINANCIAL October 23, 1998 A DONALDSON, LUFKIN & JENRETTE COMPANY LOAN COMMITMENT Inland Real Estate Corporation Retail/Office/Industrial 2901 Butterfield Road Oak Brook, IL 60523 Ladies and Gentlemen: We are pleased to advise you that, based upon your application and other materials you have furnished in connection therewith, Column Financial, Inc. ("Lender") has committed to make a loan (the "Loan") on the following terms and conditions: ARTICLE I - GENERAL TERMS OF LOAN 1.01 Borrower. Inland Real Estate Corporation ("Borrower"). 1.02 Loan Purpose. The financing of (a) Rivertree Court (Lake County. Illinois) (b) Winnetka Commons (Hennepin County, Minnesota) (c) Walgreen's (McHenry County, Illinois) (d) Woodland Heights Shopping Center (Cook County. Illinois) (e) Berwyn Plaza (Cook County, Illinois) (a) SEC of Route 21 (Milwaukee) & Route 60, Vernon Hills, IL 60061 (299,055 sq.ft.) (b) 3540 Winnetka Avenue North, New Hope, MN 55427 (42,381 sq.ft.) (c) 333 North Irving, Woodstock, IL 60098 (15,856 sq.ft.) (d) 225 Irving Park Road, Streamwood, IL 60107 (120,436 sq.ft.) (e) 6901 West Ogden Avenue, Oak Brook, IL 60523 (18,138 sq.ft.) together with parking and other appurtenant facilities (the "Improvements") upon certain land (the "Land") located in the counties and states referenced above, and of personal property used in connection therewith (the Land, the Improvements, such personal property and all related appurtenances being herein referred to collectively as the "Premises"). In no event shall any proceeds of the Loan be used for personal, family or household purposes. 1.03 Loan Amount. $25,000,000. 1.04 Interest Rate. The interest rate (the "Interest Rate") shall equal 7.00% per annum (See Section 5.09 hereof). 1.05 Repayment Terms. [NOTE TO COUNSEL: INTEREST ONLY NOTE / LENDER'S OPTION ON MATURITY DATE] If the funding of the Loan does not occur on the first (1st) day of a calendar month, then interest accruing from the date of closing through the last day of the month in which the closing occurs shall be prepaid at the closing. Thereafter, interest shall be payable monthly, in arrears, in equal monthly installments during the term of the Loan,. Interest shall be calculated on the daily outstanding principal balance of the Loan and paid on the actual number of days elapsed in each calendar month. All outstanding principal and unpaid interest shall be due and payable in full on, at Lender's option, (a) November 1, 2008, or (b) ten years after the first day of the first full calendar month after closing (See Special Stipulations). 1.06 Defeasance: Except as described herein, prepayment is prohibited until the last six (6) months of the loan term, during which time the loan may be prepaid without penalty. At any time after the second anniversary of the sale and securitization of the Loan, the Borrower shall have a right to obtain the release of the Premises from the lien of the Mortgage by depositing U.S. Government Securities with Lender (the "Defeasance Deposit") which, without reinvestment, provide cash in an amount sufficient to pay and discharge all scheduled principal and interest payments as they become due under the Note. The terms for effecting the foregoing substitution of collateral will be more particularly set forth in the Mortgage. In the event of a cash prepayment after default and acceleration of the Loan, the Borrower shall be required to pay a prepayment penalty equal to the greater of (i) 2% of the outstanding balance of the Loan or (ii) Yield Maintenance plus 1% of the outstanding balance of the Loan. There shall be no prepayment penalty for application of insurance or condemnation proceeds. "Yield Maintenance" shall mean: (i) the present value of all future installments due under the Note including the principal amount due at maturity,

discounted at an interest rate per annum equal to the Treasury Constant Maturity Yield Index (as defined in the Note) for instruments having a maturity coterminous with the remaining term of the Note, less (ii) the principal amount immediately before such prepayment. 1.07 Security for Loan. The Loan shall be secured by a first lien on and perfected first security interest in the Premises, all leases, rents, income and profits therefrom, all personal property, both tangible and intangible (including replacements, substitutions and after-acquired property) located thereon or used or intended to be used in connection therewith or for which proceeds of the Loan are advanced, including without limitation all construction, design or other contracts, documents or drawings concerning or affecting the Premises. 1.08 Liability. Borrower shall have no personal liability for the repayment of the Loan or performance under the loan documents, except for (i) misapplication of insurance proceeds, condemnation proceeds, tenant security deposits, (ii) rents collected more than one month in advance, (iii) rents collected after an event of default under the loan documents and not applied to debt service or operating expenses, (iv) intentional damage to the property, (v) failure to pay (or deposit into reserves held by Lender funds sufficient to pay) taxes or other liens with priority over Lender's loan documents, (vi) damages arising from any fraud or misrepresentation of Borrower, and (vii) damages arising from the existence of hazardous or toxic substances or the failure of Property to comply with environmental laws (Borrower will execute a separate environmental indemnity agreement addressing item (vii)). The following individuals and/or entities will be required to execute (a) a guaranty of Borrower's recourse obligation (as described in (i) - (vii) above) in the form of an Indemnity and Guaranty Agreement and (b) an indemnity with respect to environmental matters in the form of a Hazardous Substance Indemnity Agreement, to be executed by such individuals and/or entities at Pre-Closing: Inland Real Estate Corporation. 1.09 Deposits. Borrower shall pay concurrently with each monthly installment of principal and interest: (a) such amount as in Lender's discretion will be sufficient to pay out of the monies so paid to Lender at least thirty (30) days before due, all taxes, assessments and similar charges and insurance premiums affecting the Premises. No interest shall be paid to Borrower on such funds. 2 (b) [*APPLICABLE TO MULTI-FAMILY ONLY*], $ -0- for a replacement reserve for periodic replacement or repair of certain improvements as set forth in the Mortgage. Interest earned on such funds shall be accumulated for the benefit of Borrower. (c) [*APPLICABLE TO COMMERCIAL ONLY*], $ -0- for a tenant improvement and leasing reserve for tenant improvements and leasing commissions incurred in connection with tenant turnover, as set forth in the Mortgage. Interest earned on such funds shall be accumulated for the benefit of Borrower. All funds paid to Lender pursuant to this Section 1.09 shall constitute additional security for the Loan and may be commingled with Lender's other funds. 1.10 Lease Termination Payment Reserve. [APPLICABLE TO COMMERCIAL ONLY] Any amounts paid under leases containing early termination options shall be deposited with Lender, and held in a reserve for tenant improvements and leasing commissions incurred by Borrower in connection with leasing the vacated space, as set forth in the Mortgage. Such amount shall constitute additional security for the Loan and may be commingled with Lender's other funds. Interest earned on such funds shall be accumulated for the benefit of Borrower. 1.11 Repair and Remediation Reserve. Should Lender's underwriting of the Loan or the reports described in Section 3.02 hereof indicate the need for repairs to be undertaken on the Premises or the need for environmental remediation efforts to be undertaken on or about the Premises, an amount equal to 125% of the estimated costs of such repairs and remedial efforts, as estimated by Lender, shall be deposited with Lender at the closing of the Loan. Such amount shall constitute additional security for the Loan and may be commingled with Lender's other funds and any interest earned thereon shall be retained by Lender. Lender shall disburse amounts from such reserve to pay the costs of such repairs and remediation, subject to such terms and conditions as may be provided in the loan documents. No interest shall be paid to Borrower on such funds. Borrower shall pay all

costs associated with such disbursements, including the cost of inspections deemed necessary or appropriate by Lender. 1.12 Due On Sale/ Right to Transfer: Borrower shall have a right to unlimited transfers of the property, subject to Borrower's satisfaction of certain conditions as provided in the loan documents, including payment of an application fee of $5,000 to cover Lender's out-of-pocket expenses in processing the transfer and a transfer fee of (a) $15,000 for each of the first two transfers, and (b) .25% of the Loan balance for any subsequent transfer. Otherwise, any sale, transfer or conveyance of all or any part of the Property shall give Lender the right to declare the balance of the loan immediately due and payable. 1.13 Reporting Requirements. Borrower shall submit to Lender monthly rent rolls and operating statements for each calendar month until closing and for the first year of the Loan. Thereafter, Borrower shall submit quarterly rent rolls and operating statements throughout the term of the Loan. 1.14 No Further Encumbrance or Indebtedness. No secondary financing or encumbrance, or secured or unsecured indebtedness of any kind other than the Loan shall be permitted without Lender's consent. ARTICLE II - LOAN DOCUMENTS 2.01 Loan Documents. All such loan documents as Lender may in its judgment deem necessary or expedient for its protection, including a promissory note, mortgage, deed of trust or security deed, assignment of leases and rents, security agreement, environmental indemnity, guaranty, and appropriate collateral assignments, shall be prepared by counsel for Lender based on Lender's standard form loan documents and shall contain representations, covenants and agreements satisfactory to Lender in its discretion and shall be in all respects in form and substance satisfactory to Lender in its discretion. In the event of any inconsistencies between the terms hereof and the terms of such loan documents, the terms of the loan documents shall control. 3 2.02 Borrower's Review of Loan Documents. Subject to Section 5.09 hereof, in the event that loan documents referenced in this paragraph are not acceptable to Borrower, and Borrower or Borrower's counsel notifies Lender or Lender's counsel in writing that the loan documents are unacceptable to Borrower within ten (10) days after receipt of form documents by Borrower or Borrower's counsel, then Borrower may terminate this Commitment and receive a refund of its fees in accordance with Section 4.03(b). Borrower's approval rights hereunder extend to the following documents: (i) Note, (ii) Mortgage, (iii) Assignment of Leases, (iv) Indemnity and Guaranty Agreement, (v) Hazardous Substances Indemnity Agreement, and (vi) Borrower's Counsel opinion. ARTICLE III - REQUIREMENTS FOR CLOSING 3.01 Back-Up Documents. Borrower shall execute the loan documents described in Section 2.01 and shall furnish back-up documentation as may be required by Lender or Lender's counsel. Attached hereto as Exhibit "A" is a summary of the requirements for closing. 3.02 Appraisal, Engineering Report, Environmental Report and Accounting Report. This Commitment is subject to receipt of an appraisal, an engineering report, an environmental report and an accounting report with respect to the Premises, all of which shall be obtained by Lender at Borrower's expense, and all of which must be acceptable in all respects to Lender. Borrower shall cooperate with the parties producing such reports and shall provide such information as may be necessary in order to enable such reports to be completed in a timely manner. Lender shall select the entities to provide the appraisal, engineering, environmental and accounting reports. Borrower authorizes Lender to use the Report Deposit for payment of such costs. 3.03 Counsel for Lender. Winstead, Sechrest & Minick shall act as counsel for Lender, and such counsel shall prepare such documents as it considers appropriate to be executed in connection with the Loan. The address of such counsel is as follows: 5400 Renaissance Tower 1201 Elm Street Dallas, TX 75270

Attention: Kevin Sullivan, Esquire 3.04 Loan-to-Value; Debt Service Coverage . This Commitment is expressly subject to the confirmation by Lender that, as of the Pre-Closing date: (1) the ratio of the loan amount to the fair market value of the Premises, as determined by the appraisal obtained by Lender hereunder (i.e. the loan-to- value ratio) is equal to or less than 60%, and (ii) the Debt Service Coverage Ratio is equal to or greater than 2.00:1. "Debt Service" shall mean principal and interest payments due under the Note during the first year of the loan. "Debt Service Coverage Ratio" shall mean the ratio of net operating income projected for the first year of the loan (before payment of Debt Service) to Debt Service. ARTICLE IV - FEES, COSTS AND EXPENSES; CLOSING AND FUNDING 4.01 Costs and Expenses. Borrower shall pay all costs and expenses incurred in connection with the preparation for and the closing of the Loan, whether the Loan is closed or not, including appraisal fees, engineering 4 examination fees, environmental audit fees, accounting report fees, inspection fees, credit report fees (est. $150), insurance policy review (est. $300), surveyors' fees, legal fees (including fees of counsel for Lender), intangibles taxes, note taxes, mortgage taxes, stamp taxes, transfer taxes, all recording costs and filing fees, all license and permit fees, all title/UCC/litigation/tax lien search fees (which may be included in fees of Lender's Counsel), and all title and other insurance premiums. 4.02 Report Deposit. Borrower shall be required to make a deposit in the amount of $32,500 (the "Report Deposit") for the estimated cost of obtaining the appraisal, engineering report, environmental report, accounting report, insurance consultant report, and credit reports (the final cost being hereinafter referred to as "Report Costs"). ( ) OPTION A: Borrower shall deliver the Report Deposit upon execution of this Commitment. (X) OPTION B: Lender acknowledges that Borrower has already made the Report Deposit as part of its loan application. 4.03 Loan Processing Fe . Borrower has paid to Lender a non-refundable Loan Processing Fee in the amount of $12,500 upon Borrower's submission of its Loan Application. 4.04 Rate Lock Fees. Pursuant to the Rate Lock Agreement referenced in 5.09 below, Borrower has paid to Lender fees totaling $1,223,888, $37,125 being a non-refundable "Extension Fee" and the remainder being a "Rate Lock Fee." (a) If the Loan closes, the Rate Lock Fee shall be disbursed to Borrower. If Lender has used any portion of the Rate Lock Fee to pay the cost of any appraisal, engineering report, environmental report and accounting report or other costs required to be paid by Borrower hereunder, then such amounts shall be reimbursed by Borrower to Lender at the closing of the Loan. (b) Subject to the terms of Section 5.09, if the Loan does not close for any reason whatsoever, including (i) Lender's failure to approve the results of any appraisal, engineering report, environmental report or accounting report of the Premises required by Section 3.02, (ii) the failure of the Loan to meet LTV or DSCR requirements as set forth in Section 3.04,Borrower's inability after good faith efforts to satisfy Lender's due diligence requirements as set forth in Exhibit A hereto, or (z) the Borrower's determination in accordance with Section 2.02 that the Lender's Loan Documents are unacceptable to Borrower, then (i) the Report Deposit (and upon depletion of the Report Deposit, the Rate Lock Fee) shall be used to pay the costs of such appraisal, engineering report, environmental report and accounting report and (ii) the Rate Lock Fee shall be used to pay any other out-of-pocket costs or expenses incurred by Lender in connection with this Commitment or the proposed Loan, and the balance, if any, shall be applied as provided in the Rate Lock Agreement.

(c) Borrower's obligations under subparagraphs (a) - (b) shall survive the expiration or termination of this Commitment. 4.05 Brokerage Fees. Borrower represents and warrants that it has not dealt with any finder or broker in connection with this Commitment. The Borrower shall pay any and all commissions and fees and hereby agrees to indemnify and hold Lender harmless from any claim for commissions or fees. Such indemnity shall survive the expiration or termination of this Commitment, or the closing of the Loan. 4.06 Closing and Funding of Loan. Pre-Closing (i.e. execution and delivery of all documents and satisfaction of all requirements for closing) shall occur at the offices of Lender's counsel or at such other location as agreed to by Lender and Borrower, no later than October 29, 1998. Funding of the loan proceeds by Lender ("closing") shall be contingent on delivery of the executed loan documents, title policy, survey and other original documents to a custodian designated by Lender, and confirmation by the custodian that it has possession of all loan documents required under the Lender's conduit program. Such confirmation shall occur and the Loan shall be funded not later than three (3) business days after the pre-closing date; provided, in the event Lender's custodian determines that any required document is missing or incomplete, Borrower shall immediately execute and deliver to 5 Lender's counsel such additional documentation as may be required by the custodian to issue such confirmation, and the Loan shall be funded within two (2) business days after such confirmation. As used throughout this Commitment, "closing" shall be deemed to occur upon funding of the Loan. ARTICLE V - OTHER CONDITIONS 5.01 Acceptance, Upon the return by Borrower to Lender of a fully executed copy of this Commitment, this Commitment will constitute an agreement obligating Lender to make and Borrower to accept the Loan in accordance with the terms and conditions set forth herein. If said executed copy is not received by Lender by 5:00 Eastern Standard Time October 26,1998, this Commitment shall be null and void. 5.02 Expiration and Termination. Unless all applicable conditions contained herein have been met to the satisfaction of Lender and the Loan has been pre- closed October 29, 1998, this Commitment shall automatically expire. Lender may, at its option, terminate its agreement to make the Loan (a) in the event that there is any material inaccuracy or any material, adverse change in any information, representations or materials submitted with or in support of the Borrower's application for the Loan, (b) in the event of any material, adverse change in the financial condition of Borrower or any other person or entity to be liable for repayment of the Loan (Borrower and any such person or entity being herein referred to as a "Credit Party") or the default by any Credit Party under any obligation to any third party, or (c) in the event of any material, adverse change in the condition of the Premises, physical or otherwise, including any changes, whether existing or potential, caused by pending or threatened condemnation or by casualty. In the event that any Credit Party shall become insolvent or make a general assignment for the benefit of creditors, or if there shall be filed by or against any Credit Party a petition in bankruptcy, or for the appointment of a receiver, or if proceedings shall be commenced under any bankruptcy or insolvency law for any Credit Party's relief or for the composition, extension, arrangement or adjustment of any Credit Party's obligations, or if any Credit Party's business shall be discontinued as a going concern, or if there shall be a suspension of any Credit Party's business, or a default in the performance of any other obligation any Credit Party may have to Lender, or in case of the issuance of any warrant or attachment against any property of any Credit Party or the taking of possession of or assumption of control of all or any substantial part of the property of any Credit Party's business by any governmental agency, then Lender's commitment to make the Loan shall automatically and immediately terminate without further notice and without further action on the part of Lender. In the event of any such expiration or termination, Lender shall have no further obligations hereunder, and Borrower shall be liable only for damages, costs and expenses to the extent provided herein. 5.03 Borrower's Representations and Warranties. Borrower represents and warrants that the statements contained herein and in all documentation provided to Lender and all other representations or statements made by or on behalf of Borrower to Lender in connection with the application for and closing of the Loan are true and complete and do not omit any fact or information material to Lender's evaluation of said application and of Borrower's compliance with the conditions for the closing of the Loan. Borrower acknowledges that Lender will

rely on this warranty and representation in making the Loan. If Borrower has made any material misrepresentation in connection with the commitment for and closing of the Loan, such shall be a default under the loan documents entitling Lender to exercise any and all of its rights upon a default under the loan documents. In addition, if the Loan has not closed and Lender elects to terminate its Commitment to make the Loan due to any material misrepresentation as provided in Section 5.02 above, then notwithstanding any other provision herein, the Application Fee and Commitment Fee shall be retained as liquidated damages by Lender as its sole remedy, other than the right to collect from Borrower the out-of-pocket costs and expenses referred to in Section 4.01 above. Borrower shall reaffirm the continuing accuracy and completeness of such warranties and representations at the closing of the Loan. 5.04 Role of Correspondent. N/A (the "Correspondent") has acted as Lender's loan correspondent in connection with this Commitment. Correspondent is acting as an independent contractor and not as an agent, employee, partner, joint venturer or affiliate of Lender. Borrower understands that Correspondent does not have the 6 authority to, and cannot, bind Lender in any respect, including, without limitation, the waiver of any condition contained herein, or the funding of such Loan. 5.05 Release for Publication. Borrower consents to Lender's release of the terms of the proposed loan, including identification of Borrower and the Premises, to trade publications or other sources of publication or advertising Lender deems appropriate. 5.06 Miscellaneous. Lender shall be under no obligation to make a loan unless and until all of the requirements hereunder have been fully satisfied. Except as otherwise specifically provided herein, all documents, certificates, permits and other items contemplated hereby, all inspections, appraisals, evaluations and approvals contemplated hereby, all payments required hereby, and all other conditions, matters or things of any nature contemplated hereby to exist, be performed or be provided, shall all be satisfactory to Lender in its sole discretion and shall exist, be performed and be provided to Lender prior to the closing of the Loan. Neither this Commitment, nor any of the proceeds of the Loan shall be assignable by Borrower without the prior written consent of Lender, and any attempt to make such assignment without such consent shall be void. Execution of this Commitment by Lender shall not imply the approval by Lender of any document or information previously furnished to Lender, it being acknowledged by all parties hereto that no approvals have been given by Lender with respect to the Loan. This Commitment contains t he entire agreement of Borrower and Lender with respect to the matters referred to herein and supersedes entirely any and all prior written or oral agreements relating to the Loan. There are no contemporaneous oral agreements relating to the subject matter hereof. No change in the provisions of this Commitment and no approval or consent of Lender shall be binding unless in writing and executed in the name of, and by an officer of, Lender. Time is of the essence with respect to all dates and periods of time set forth in this Commitment. Subject to Section 2.01 hereof, this Commitment and all terms and provisions hereof shall survive the closing of the Loan and shall not be merged into any of the loan documents. Whenever anything is described herein in general terms and one or more examples or components thereof is set forth after the word "including" or is otherwise associated with such general description, the examples or components shall be deemed illustrative only and shall not be construed as limiting the generality of the description in any way. This Commitment shall be interpreted, construed and enforced according to the laws of the State of New York. When any sums are stated herein as being retained by Lender as full liquidated damages, such sums are being retained under circumstances where it will be difficult to ascertain the sum required to compensate Lender for the loss of opportunity to make the Loan, the loss of opportunity to make other loans on account of time and attention relating to the Loan and for the internal expenses incurred by lender in connection with the review, evaluation and processing of material and information relating to the Loan and such liquidated damage represents the reasonable, good faith attempt of the parties to liquidate such damage in advance. 5.07 Sale and Securitization of Loan. Borrower acknowledges that Lender intends to sell the loan and securitize the loan through a real estate mortgage investment conduit or similar securitization vehicle. All certificates, opinions, reports, documents and other information supplied to Lender is deemed to run in favor of any successors and assigns of the loan, and any underwriter or purchaser of or any trustee with respect to securities issued in connection with the sale of this Mortgage, or any rating agency responsible for rating such securities from time to time. At Lenders request, any such documents or information shall state that they run in favor of such successors and assigns.

5.08 Additional Requirements/Special Stipulations. The additional requirements for closing attached hereto as Exhibit A are incorporated herein by reference. The Special Stipulations Rider attached hereto contains provisions which are by this reference made a part hereof and shall control over any provisions hereof which are inconsistent therewith. 5.09 Agreement Regarding Immediate Rate Lock. The parties acknowledge that they have executed an Agreement Regarding Immediate Rate Lock ("Rate Lock Agreement") under which the Interest Rate was 7 determined prior to execution of this commitment. The Interest Rate as determined under the Rate Lock Agreement shall be increased to 7.00% per annum, and the expiration date is hereby amended so that the rate lock shall expire November 2, 1998. IN WITNESS WHEREOF, the Lender hereby executes this Commitment as of the date first above written. COLUMN FINANCIAL, INC. a Delaware corporation
By: /s/John F. Bricker Name: John F. Bricker Title: Senior Vice President

The foregoing Commitment is hereby agreed to and accepted by the undersigned this - day of 1998. INLAND REAL ESTATE CORPORATION By: Name: Title: EXHIBIT "A" ADDITIONAL REQUIREMENTS FOR CLOSING 1. Property and Liability Insurance: The Premises shall be insured against all risks as may be now or hereafter embraced by the standard commercial "all risk" form of insurance policy satisfactory to Lender for 100% 8 of replacement cost, with a replacement cost endorsement, without deduction for depreciation. Further, Borrower shall purchase and maintain in effect commercial general public liability insurance satisfactory to Lender with a combined single limit for bodily injury and property damage of not less than $2,000,000 per occurrence, $4,000,000 aggregate ($ 3,000,000 per occurrence, $4,000,000 aggregate for properties with elevators), or such lesser amount as Lender may accept in its discretion. Borrower shall also purchase and maintain in effect rental insurance in an amount sufficient to cover loss of rental income from the Premises for a period of at least twelve (12) months. All policies contemplated by this paragraph are to be issued by a company or companies acceptable to Lender and having a rating of at least the third (3rd) highest rating category from Moodys, Duff & Phelps, Fitch Investors or Standard & Poor, (or, at Lender's election, a rating of A-, V or better from Best), and shall contain a special mortgagee clause in favor of Lender providing, among other things, 30 days written notice of cancellation to Lender. In addition, no policies or renewals are to contain co-insurance provisions. All policies and renewals thereof are to be written for not less than one year, with premium prepaid and satisfactory evidence thereof must be delivered to Lender. If any part of the Improvements are in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards, the Premises must be insured for the maximum amount of

flood insurance that is provided under the National Flood Insurance Program. If the community in which the property is located has not been approved for flood insurance under the National Flood Insurance Program, and flood insurance is not available for such properties under such program, Lender shall have no obligation to close the Loan contemplated by this commitment. 2. Title and Title Insurance: Borrower shall procure and deliver to Lender an ALTA title insurance policy, with any endorsements Lender may require, insuring Lender, in an amount at least equal to the principal amount of the Loan, that Lender's security instrument constitutes a first lien or charge upon the Premises subject only to such items as shall have been approved in writing by Lender and its attorneys (Borrower shall deliver copies of all documents affecting title to the Premises). Such policy shall be issued by a company acceptable to Lender and show a state of title satisfactory to Lender and its attorneys, including: i) Evidence that ingress to and egress from the Premises is by public road or by a deeded right-of-way easement which is included as part of the Premises and insured by the title policy. ii) Descriptions of all easements and other agreements, if any, regarding the mutual use or maintenance of the access roads, parking garage, recreation areas, party walls, or otherwise in any way affecting or appurtenant to the Premises; all appurtenant easements or servitudes shall be insured by the title policy. iii) Evidence that all utilities serving the Premises are located in the public right of way abutting the Premises and connect to the Premises without passing over other property or are within a deeded right of way easement which is included as part of the Premises and insured by the title policy. iv) Evidence that no flowage or drainage easements (except those established by a recorded subdivision plat or otherwise created by a recorded instrument) are located on or necessary for the Premises. 3. UCC/Litigation/Tax Lien Search: Lender's Counsel shall obtain at Borrower's expense U.C.C./litigation/tax lien searches against such parties as Lender may require showing that all personal property is owned by Borrower and is free from all liens and encumbrances and that neither Borrower nor the Premises are subject to any pending litigation, bankruptcy or tax liens; such searches to be updated as of the closing date. 4. Survey: Borrower shall provide Lender an as-built, ALTA survey of the Premises certified to Lender and the issuer of the title policy by a registered Land Surveyor, dated not more than two months prior to the closing 9 date, and otherwise complying with Lender's survey requirements. Borrower acknowledges that it has received a complete copy of Lender's survey requirements. 5. Taxes and Assessments: Borrower shall furnish evidence that all installments of general real estate taxes, special taxes or assessments, service charges, water and sewer charges, private maintenance charges, and other prior lien charges by whatever name called, then due and payable, have been paid in full as of the closing date. 6. Compliance with Zoning and Other Laws: Borrower shall furnish such evidence of zoning classification and zoning compliance, and compliance with all other applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction over the Premises as Lender or its attorneys may require. 7. Borrowing Entity: Borrower shall furnish, if Borrower is a corporation, partnership or other entity, all appropriate papers evidencing Borrower's capacity and good standing, and the qualification of signers to execute the Loan Documents and to engage in any transaction or business in connection with which the Loan is made, which shall include certified copies of all documents relating to the organization and formation of Borrower and of the entities, if any, which are partners of Borrower. Borrower and Borrower's general partner (if any) shall be a single purpose, "bankruptcy remote" entities, whose formation documents shall be approved by Lender's counsel as a condition to pre-closing. If the Loan amount is in excess of $ 10,000,000, an individual recommended by Borrower and approved by Lender shall serve as an independent director of Borrower (if Borrower is a corporation) or Borrower's corporate general partner. The independent director's consent shall be required for any merger, consolidation, dissolution, bankruptcy or insolvency of Borrower's general partner or of Borrower. Borrower shall also furnish

an opinion of counsel that (i) Borrower's formation documents provide for the foregoing, and (ii) the assets of Borrower will not be consolidated with the assets of any other entity or with Borrower's general partner (if any), in the event of bankruptcy or insolvency of such entity or such general partner. 8. Occupancy Certification; Permits: Prior to closing, Borrower shall furnish unqualified, final Certificate(s) of Occupancy and other permits required for the operation of the Premises ("CO's"), issued by the appropriate government authority, or, if such CO's are not available, alternative evidence of building and fire code compliance acceptable to Lender. 9. Engineer's Report: Lender shall receive a report by a licensed professional engineer retained by Lender at Borrower's expense, prepared in accordance with Lender's requirements and otherwise satisfactory to Lender. 10. Environmental Assessment: Lender shall receive an environmental assessment by a qualified environmental consultant retained by Lender at Borrower's expense, prepared in accordance with Lender's requirements and otherwise satisfactory to Lender, evidencing, without limitation, the absence of any materials, waste, or substances defined or classified as hazardous or toxic, or similarly described, under any applicable federal, state or municipal law, regulation or ordinance (collectively "Hazardous Substances"). 11. Appraisal: Prior to closing, Lender shall receive an appraisal report by an appraiser chosen by Lender, which appraisal shall show a property value equal to or greater than the value required by the Lender under Section 3.04 of the Commitment, and shall otherwise be satisfactory to Lender. 12. Leases: [*APPLICABLE TO MULTIFAMILY ONLY*] Borrower shall provide Borrower's standard lease form, and shall make all leases available to Lender for inspection at Borrower's place of business (if in same locality as the Premises) or at the Premises. The foregoing are subject to Lender's review and approval. [*APPLICABLE TO RETAIL/OFFICE/INDUSTRIAL ONLY*], As a condition to preclosing, Borrower shall provide copies of all leases, and tenant estoppels and lease subordination/attornment agreements for all commercial/retail tenants. Closing is subject to Lender's review and approval of the foregoing, and subject to Lender's evaluation of the credit and financial condition of each of the tenants at the time of preclosing. 10 13. Financial Information on Borrower, Guarantor(s) and Principals: Borrower shall furnish all information required by Lender concerning the financial condition of Borrower and guarantor(s), including audited or certified financial statements satisfactory to Lender. Lender shall be entitled, at Borrower's expense, to obtain credit reports on Borrower, any guarantors and any principals of Borrower, satisfactory to Lender. 14. Personal Property Inventory: Borrower shall furnish a certified inventory of all personal property in existence at the time of closing. At Lender's request, such inventory shall include the make, model, and serial numbers where applicable, of each item of personal property. 15. Payment of Costs by Borrower: Borrower shall furnish evidence that Borrower has paid all closing costs, title insurance premiums, title insurance company charges, survey costs, recording fees and taxes, appraisal fees and expenses, architect/engineer inspection fees and expenses, fees and expenses of Lender's counsel, and all other costs and expenses incurred by Borrower in complying with the provisions of this Commitment and by Lender in connection with the preparation, closing and disbursement of the Loan. 16. Evidence of Separate Taxation: Borrower shall provide evidence satisfactory to Lender that the Premises are assessed with respect to ad valorem taxes separately from all other property 17. Management Agreement and Service Contracts: Prior to funding, the identity of the manager of the Premises and a copy of the management agreement, if any, shall be submitted to and approved by Lender (certified by Borrower to be complete and correct). Borrower shall cause the manager to execute a consent to the assignment of the management agreement to Lender as additional collateral for the Loan. Borrower shall also provide copies of all other contracts relating to the Premises (certified by Borrower to be complete and correct).

18. Termite Inspection Report: Borrower shall provide a current report from a pest control operator licensed in the state where the Land is located stating that the Improvements have been inspected and have been found to be free of visible evidence of active infestation caused by termites or other wood destroying organisms, or if visible evidence of active or previous infestation is indicated, that such infestation and any structural damage caused thereby have been treated and corrected. Borrower's Initials SPECIAL STIPULATIONS The foregoing commitment is subject to the following: 1. The five properties that make up the collateral for the Loan are to be cross collateralized and cross defaulted. The cross default can only be applied in the case of a monetary default. 11 2. Prior to pre-closing, Borrower agrees to implement an Operations & Maintenance plan to be prepared by Earth Tech at Borrower's expense, for asbestos containing materials located on Rivertree Court; asbestos containing materials and lead-based paint located on Walgreen's and asbestos containing materials located on Woodland Heights Shopping Center. 3. Any transfer of the Loan as described in Section 1.12 must involve all five properties. Any transfer must be to a single purpose, bankruptcy remote entity meeting the same requirements as the initial Borrower. Any substitute guarantor shall be subject to Lender's review and approval and shall execute new guaranty instruments in favor of the Lender. 4. Borrower may substitute collateral up to a cumulative maximum of 40% of original appraised value as determined at closing. In no event will Borrower be allowed to substitute the Rivertree Court property located in Vernon Hills, IL. Borrower may only substitute each property once. It is further agreed that Lender can charge a servicing fee of $3,000 for each property substitution plus out-of-pocket costs. 5. Borrower may obtain a release of a property as collateral by defeasing 125% of the loan amount allocated to such property. The properties that are not released and that will continue to make up this Loan's collateral after a release must have the same or better debt service coverage in relation to aggregate allocated loan amounts of those properties (not including the released property) as originally underwritten. (See attached defeasance exhibit for standard defeasance provision). The following assumed loan amounts that will serve as a base for each property are:
Rivertree Court: Woodland Heights: Berwyn Plaza: Winnetka Commons: Walgreen's Woodstock: $18,200,000 $ 3,100,000 $ 740,000 S 2,375,000 $ 595,000

6. Lender's review and approval of appraisal, environmental and engineering reports, as described in Section 3.02, and an accounting review to be prepared by BDO Seidman at Borrower's expense. 7. Lender's review and approval of current financial statements and credit report of the borrowing entity, the guarantor(s) and key principals. 8. Revision to the ownership structure, if necessary, to satisfy Lender's need for a borrowing entity that meets the requirements of paragraph 7 of Exhibit A. 9. Lender's review and approval of all leases. Such review shall include (but shall not be limited to) confirmation of the rent roll attached hereto as Exhibit B. 10. Subordination, Non-Disturbance, and Attornment Agreements shall be required for any tenants paying in

excess of $90,000 base rent. 11. Receipt by Lender of Tenant Estoppels for each of the tenants. Estoppels shall reflect (i) amount of rent and security deposit (ii) no defaults under the lease (iii) no subletting or assignment of lease (iv) tenant is in possession, open for business and all buildout and construction obligations are satisfied (v) no options to purchase (vi) no rebates or offsets due tenant (vii) expiration date and options to renew; and (viii) tenant's obligation, if any, to reimburse landlord for CAM, taxes and insurance, and such other information as Lender may request, on estoppel form acceptable to Lender. 12 12. Borrower and Borrower's property manager shall execute a management agreement providing for no more than a four and one-half percent (4 1/2%) management fee and providing for termination on thirty (30) days notice. Said management agreement is otherwise subject to review by Lender. 13. Borrower shall, in addition to the insurance requirements set forth in Exhibit A, obtain flood insurance coverage satisfactory to Lender for Walgreen's, Woodstock, IL. 14. Pursuant to Section 1.10, a repair reserve of $205,625 (125% of estimated $164,500 cost) shall be established at closing to address [the following] immediate repair items as identified in the Engineering Reports prepared by Earth Tech, dated September 2-4, 1998:
Rivertree Court - roofing Walgreen's Woodstock, IL -ceiling tile in stock area Woodland Heights - cinderblock repair TOTAL: (125% of estimated $164,500 cost) $153,500 $ 5,500 $ 5,500 -------$164,500 -------$205,625

15. A Cash Management Agreement will be required if the debt service coverage for the six retail properties combined drops below 1.50. The Cash Management Agreement will provide for the following: (a) Borrower shall cause its property manager to deposit all rental and other income into a "Rent Account" controlled by Lender, but on which up to three principals designated by Borrower shall have signatory authority. So long as the loan is not in default [and subject to (e) below] the borrower may withdraw funds from the Rent Account at any time; provided, sufficient funds must be available in the Rent Account for the required transfer into Lender's account (the "Central Account") [see (b) below]; (b) On the first day of each calendar month, Lender will transfer into the Central Account an amount sufficient to make the monthly installment of principal and interest under the Note and to fund all reserve accounts described in this commitment. If there are insufficient funds available on the first day of the month, Lender shall attempt a second transfer of funds on the fifth (5th ) day of the month (or the immediately preceding business day); (c) Repair reserves and other reserves funded at closing shall be governed by the Cash Management Agreement; (d) Interest on the Rent Account shall accrue for the benefit of Borrower. No interest shall be paid to Borrower on the Central Account. (e) If Borrower is unable to produce a loan commitment to refinance during the last six months of the loan, all excess cash from the Premises (after payment of P&I and reserves) shall be placed in a Curtailment Reserve subaccount controlled and held by Lender until the Loan is paid off. 16. At Lender's election, the Loan documents shall be dated as of November 1, 1998, and the Note shall show the initial monthly installment of interest occurring on December 1, 1998 and a maturity date of November 1,

2008. At closing, Lender shall advance to Borrower interest from November 1 through the date prior to funding, and Borrower shall make a full monthly payment as described in the Note (as if the Loan had funded November 1, 1998). 17. Lender's legal fees for which Borrower is responsible to shall not exceed $50,000 on this transaction. 13 Lender's Initials Borrower's Initials Rent Rolls have been intentionally omitted. Defeasance Exhibit. (a) Notwithstanding anything to the contrary contained in the Note, this Mortgage or the other Loan Documents, at any time after the second (2nd) anniversary of the date that is the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"), of a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code, that holds the Note and this Mortgage and provided (unless Mortgagee shall otherwise consent, in its sole discretion) no default or Event of Default has occurred and is continuing hereunder or under any of the other Loan Documents, Mortgagor shall have the right to obtain the release of the Property from the lien of this Mortgage and the other Loan Documents (the "Defeasance") upon the satisfaction of each of the following conditions precedent: i) not less than thirty (30) days' prior written notice to Mortgagee specifying a regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; 14 ii) the remittance to Mortgagee on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under the Note, this Mortgage and the other Loan Documents; iii) the irrevocable deposit with Mortgagee of an amount (the "Defeasance Deposit") of U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Mortgagee, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); iv) the delivery on or prior to the Defeasance Election Date to Mortgagee of: (A) a security agreement, in form and substance satisfactory to Mortgagee, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"); (B) a release of the Property from this Mortgage, the Assignment and any UCC Financing Statements relating thereto (for execution by Mortgagee) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property is located; (C) a certificate of an officer of the general partner of Mortgagor certifying that the requirements set forth in this subparagraph (a) have been satisfied; (D) an opinion of counsel for Mortgagor in form and substance satisfactory to Mortgagee to the effect that the Mortgagee has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Mortgagee, prepared and delivered by the Servicer at Mortgagor's reasonable expense, stating that the trust formed as a REMIC in connection with any Secondary Market Transaction will not

fail to maintain its status as a REMIC as a result of such Defeasance; (F) such other certificates, documents or instruments as Mortgagee may reasonably request; and v) the payment by Mortgagor to Mortgagee of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Mortgagee in connection with the release of the Property from the lien of this Mortgage and the other Loan Documents pursuant to this Section 1.35 including, without limitation, Mortgagee's determination of whether Mortgagor has satisfied all of the related conditions and requirements set forth in this Section 1.35. (b) Upon compliance with the requirements of subparagraph (a) above, the Property shall be released from the lien of this Mortgage, the Assignment and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Property shall no longer be applicable and the Defeasance Deposit shall be the sole source of collateral securing the Note. Mortgagee shall apply the Defeasance Deposit and the payments received therefrom to the payment of all scheduled principal and interest payments due on all successive Payment Dates under the Note after the Defeasance Election Date and the payment due on the final Maturity Date (the "Scheduled Defeasance payments''). Mortgagor, pursuant to the Defeasance Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Mortgagee and applied to satisfy the obligations of Mortgagor under the Note. In connection with such release, if Mortgagor shall continue to own any assets other than the Defeasance Deposit, Mortgagor shall establish 15 or designate a single-purpose, bankruptcy-remote successor entity acceptable to Mortgagee (the "Successor Trustor"), with respect to which a nonconsolidation opinion satisfactory in form and substance to Mortgagee has been delivered to Mortgagee (if such a nonconsolidation opinion was required of Mortgagor in connection with the origination of the indebtedness secured hereby) in which case Mortgagor shall transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Mortgagor under the Note and the Defeasance Security Agreement, and Mortgagor shall be relieved of its obligations hereunder and thereunder. Mortgagor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Successor Trustor as consideration for assuming such Mortgagor obligations. (c) As used herein, the term "U.S. Government Securities" shall mean securities that are direct obligations of the United States of America for the full and timely payment of which its full faith and credit is pledged. 16

Loan No.240917 PROMISSORY NOTE Date of Note: Effective as of November 1, 1998 Note Amount: $25,000,000.00 THIS PROMISSORY NOTE (this "Note"), is made by INLAND REAL ESTATE COLUMN I, L.L.C., an Illinois limited liability company ("Borrower"), having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523, to and in favor of COLUMN FINANCIAL, INC., a Delaware corporation ("Lender"), having an address at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326-1113. NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, without any counterclaim, setoff or deduction whatsoever, on the Maturity Date (as hereinafter defined), at the office of Lender, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of 7.0% per annum (the "Note Rate"), in lawful money of the United States of

Loan No.240917 PROMISSORY NOTE Date of Note: Effective as of November 1, 1998 Note Amount: $25,000,000.00 THIS PROMISSORY NOTE (this "Note"), is made by INLAND REAL ESTATE COLUMN I, L.L.C., an Illinois limited liability company ("Borrower"), having an address at 2901 Butterfield Road, Oak Brook, Illinois 60523, to and in favor of COLUMN FINANCIAL, INC., a Delaware corporation ("Lender"), having an address at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326-1113. NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, without any counterclaim, setoff or deduction whatsoever, on the Maturity Date (as hereinafter defined), at the office of Lender, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of 7.0% per annum (the "Note Rate"), in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private. ARTICLE I - TERMS AND CONDITIONS 1.1 Payments. Said interest shall be computed hereunder based on a three hundred sixty (360) day year and paid for the actual number of days elapsed for any whole or partial month in which interest is being calculated. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made. and the day on which funds are repaid shall be included unless repayment is credited prior to close of business. Payments in federal funds immediately available in the place designated for payment received by Lender prior to 2:00 p.m. local time at said place of payment shall be credited prior to close of business, while other payments may, at the option of Lender, not be credited until immediately available to Lender in federal funds in the place designated for payment prior to 2:00 p.m. local time at said place of payment on a day on which Lender is open for business. On the first day of December, 1998 (the "First Payment"), Borrower shall pay to Lender an interest only payment for the entire month of November, 1998, as if the loan evidenced by this Note funded on November 1, 1998 (irrespective of the actual date of the funding hereof). Payments of interest only shall continue on the first day of January 1999, and continue on the first day of each and every calendar month (each a "Payment Date") thereafter through and including November 1, 2008 (the "Maturity Date"), at which time the entire outstanding principal balance hereof, together with all accrued but unpaid interest and any other amounts due under this Note, the Security Instrument and the Loan Documents (each as hereinafter defined) shall be due and payable in full. PROMISSORY NOTE - Page 1 1.2 Prepayment. (a) Prior to the Lockout Expiration Date (defined below), this Note may not be prepaid, either in whole or part, provided, however, Borrower shall have the right and option to release the Security Property (as hereinafter defined) from the lien of the Security Instrument (as hereinafter defined) in accordance with the terms and conditions of the Defeasance provisions set forth in Section 1.35 of the Security Instrument. This Note may be prepaid in whole but not in part (except as otherwise specifically provided herein) at any time after the date six (6) months prior to the Maturity Date (the "Lockout Expiration Date"), provided (i) written notice of such prepayment is received by Lender not more than sixty (60) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is made on a Payment Date (or, if such prepayment is not received on a Payment Date, interest is paid through the last day of such calendar month) and is accompanied by all interest accrued hereunder and all other sums due hereunder or under the other Loan Documents (as hereinafter defined). (b) (1) If prior to the Lockout Expiration Date and following the occurrence of any default beyond any applicable notice and/or grace period, Borrower shall tender payment of an amount sufficient to satisfy all of the

indebtedness evidenced by this Note and the other Loan Documents, Borrower shall pay, in addition to the amounts payable hereunder and under the other Loan Documents, a prepayment fee in an amount equal to Required Yield Maintenance plus one percent (1%) of the principal amount being prepaid. For purposes hereof, "Required Yield Maintenance" shall mean an amount equal to the greater of (A) one percent (1.0%) of the principal amount being prepaid, and (B) the positive excess of (i) the present value ("PV") of all future installments of principal and interest due under this Note including the principal amount due at maturity (collectively, "All Future Payments"), discounted at an interest rate per annum equal to the Treasury Constant Maturity Yield Index published during the second full week preceding the date on which such premium is payable for instruments having a maturity coterminous with the remaining term of this Note, over (ii) the principal amount of this Note outstanding immediately before such prepayment [(PV of All Future Payments) - (principal balance at time of prepayment) = prepayment fee]. "Treasury Constant Maturity Yield Index" shall mean the average yield for "This Week" as reported by the Federal Reserve Board in Federal Reserve Statistical Release H. 15 (519). If there is no Treasury Constant Maturity Yield Index for instruments having a maturity coterminous with the remaining term of this Note, then the index shall be equal to the weighted average yield to maturity of the Treasury Constant Maturity Yield Indices with maturities next longer and shorter than such remaining average life to maturity, calculated by averaging (and rounding upward to the nearest whole multiple of 1/100 of 1% per annum, if the average is not such a multiple) the yields of the relevant Treasury Constant Maturity Yield indices (rounded, if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward). (2) In the event that any prepayment fee is due hereunder, Lender shall deliver to Borrower a statement setting forth the amount and determination of the prepayment fee, and, provided that Lender shall have in good faith applied the formula described above, Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Lender on any day during the thirty (30) day period preceding the date of such prepayment. Lender shall not be PROMISSORY NOTE - Page 2 obligated or required to have actually reinvested the prepaid principal balance at the Treasury Constant Maturity Yield or otherwise as a condition to receiving the prepayment fee. No prepayment fee or premium shall be due or payable in connection with any prepayment of the indebtedness evidenced by this Note made after the Lockout Expiration Date, or upon prepayment resulting from application of insurance or condemnation proceeds as provided in the Security Instrument at any time during the loan term. With regard to any prepayment made hereunder (except for a prepayment resulting from the application of condemnation or insurance proceeds), if prior written notice required in Section 1.2(a)(i) above has not been received by Lender, the prepayment shall be increased by an amount equal to the lesser of (x) thirty (30) days' unearned interest computed on the outstanding principal balance of this Note so prepaid and (y) unearned interest computed on the outstanding principal balance of this Note so prepaid for the period from, and including, the date of prepayment through the Maturity Date. (c) Partial prepayments of this Note shall not be permitted, except partial prepayments resulting from Lender applying insurance or condemnation proceeds to reduce the outstanding principal balance of this Note as provided in the Security Instrument, in which event no prepayment fee or premium shall be due and no prepayment fee or premium shall be required in the event this Note is prepaid in full solely as a result of either Lender applying insurance or condemnation proceeds or Borrower prepaying in full as a result of Lender accelerating the indebtedness solely due to an Insured Event (as defined in the Security Instrument). No notice of prepayment shall be required under the circumstance specified in the preceding sentence. No principal amount repaid may be reborrowed. Partial payments of principal shall be applied to the unpaid principal balance evidenced hereby as of the date of Lender's application of the insurance or condemnation proceeds to the partial prepayment of the outstanding principal balance of this Note. (d) Except during that period of time subsequent to the Lockout Expiration Date and further except as otherwise expressly provided in Section 1.2(c) above, the prepayment fees provided above shall be due, to the extent permitted by applicable law, under any and all circumstances where all or any portion of this Note is paid prior to the Maturity Date, whether such prepayment is voluntary or involuntary, even if such prepayment results from Lender's exercise of its rights upon Borrower's default and acceleration of the Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. No tender of a prepayment of this Note with respect to which a prepayment fee is due shall be effective unless such prepayment is accompanied by the prepayment fee.

1.3 Security. The indebtedness evidenced by this Note and the obligations created hereby are secured by, among other things, (a) those five (5) certain Mortgages, Security Agreements and Fixture Financing Statements (herein collectively the "Security Instrument") from Borrower to Lender, as mortgagee, dated as of the date hereof, concerning certain properties located in Lake County, McHenry County, and Cook County, Illinois, and Hennepin County, Minnesota, and (b) those certain five (5) Assignments of Leases and Rents for each such portion of the Security Property (herein collectively the "Assignment") of even date herewith by Borrower in favor of Lender. The Security Instrument, the Assignment, this Note, any indemnity and guaranty agreement, am, hazardous substances indemnity agreement, and such other agreements, documents and PROMISSORY NOTE - Page 3 instruments, together with any and all renewals, modifications, amendments, restatements, consolidations, substitutions, replacements, and extensions and modifications thereof, are herein referred to collectively as the "Loan Documents". All of the terms and provisions of the Loan Documents are incorporated herein by reference. Some of the Loan Documents are to be filed for record on or about the date hereof in the appropriate public records. 1.4 Default . It is hereby expressly agreed that should any default occur in the payment of principal or interest as stipulated above and such payment is not made within five (5) days of the date such payment is due (provided, however, that no grace period is provided for the payment of principal and interest due on the Maturity Date), or should any other default occur under any of the Loan Documents which is not cured within any applicable grace or cure period, including without limitation, any sale, transfer, conveyance or other violation of the terms of Section 1. 13 of the Security Instrument, then a default shall exist hereunder, and in such event the indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any other Loan Document, and all unpaid interest accrued thereon, shall, at the option of Lender and without notice to Borrower, at once become due and payable and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity. In the event that any payment other than the payment due on the Maturity Date is not received by Lender on the date when due (subject to the applicable grace period), then in addition to any default interest payments due hereunder, Borrower shall also pay to Lender a late charge in an amount equal to the lesser of (a) five percent (5.0%) of the amount of such overdue payment or (b) the maximum late charge that can be collected from Borrower under applicable law. So long as any default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to four percent (4.0%) plus the interest rate which would be in effect hereunder absent such default or maturity, or if such increased rate of interest may not be collected under applicable law, then at the maximum rate of interest, if any, which may be collected from Borrower under applicable law (the "Default Interest Rate"), and such default interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty. The remedies of Lender in this Note or in the other Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together, in Lender's discretion. Time is of the essence of this Note. In the event this Note, or any part hereof, is collected by or through an attorney-at-law, Borrower agrees to pay all costs of collection, including, but not limited to, reasonable attorneys' fees. 1.5 Exculpation . Notwithstanding anything in the Loan Documents to the contrary, but subject to the qualifications hereinbelow set forth, Lender agrees that (i) Borrower shall be liable upon the indebtedness evidenced hereby and for the other obligations arising under the Loan Documents to the full extent (but only to the extent) of the security therefor, the same being all properties (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents (collectively, the "Security Property"), (ii) if default occurs in the timely and proper PROMISSORY NOTE - Page 4 payment of all or any part of such indebtedness evidenced hereby or in the timely and proper performance of the other obligations of Borrower under the Loan Documents, any judicial proceedings brought by Lender against Borrower shall be limited to the preservation, enforcement and foreclosure, or any thereof, of the liens, security titles, estates, assignments, rights and security interests now or at any time hereafter securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents, and confirmation of any sale under power of sale, and no attachment, execution or other writ of process shall be sought, issued or levied upon any

assets, properties or funds of Borrower other than the Security Property except with respect to the liability described below in this section, and (iii) in the event of a foreclosure of such liens, security titles, estates, assignments, rights or security interests securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents, whether by judicial proceedings or exercise of power of sale, no judgment for any deficiency upon the indebtedness evidenced hereby shall be sought or obtained by Lender against Borrower, except with respect to the liability described below in this section; provided, however, that, notwithstanding the foregoing provisions of this section, Borrower shall be fully and personally liable and subject to legal action (a) for proceeds paid under any insurance policies (or paid as a result of any other claim or cause of action against any person or entity) by reason of damage, loss or destruction to all or any portion of the Security Property, to the full extent of such proceeds not previously delivered to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender, (b) for proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of all or any portion of the Security Property, or any of them, to the full extent of such proceeds or awards not previously delivered to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender, (c) for all tenant security deposits or other refundable deposits paid to or held by Borrower or any other person or entity in connection with leases of all or any portion of the Security Property which are not applied in accordance with the terms of the applicable lease or other agreement, (d) for rent and other payments received from tenants under leases of all or any portion of the Security Property paid more than one (1) month in advance which are applicable to a period after any notice of default from Lender hereunder or under the Loan Documents in the event of any default by Borrower hereunder or thereunder which is not cured within applicable notice and/or grace periods, if any, which are not either applied to the ordinary and necessary expenses of owning and operating the Security Property or paid to Lender, (e) for rents, issues, profits and revenues of all or any portion of the Security Property received or applicable to a period after any notice of default from Lender hereunder or under the Loan Documents in the event of any default by Borrower hereunder or thereunder which is not cured within applicable notice and/or grace periods, if any, which are not either applied to the ordinary and necessary expenses of owning and operating the Security Property or paid to Lender, (f) for damage to the Security Property as a result of the intentional misconduct or gross negligence of Borrower or any of its principals, officers, managers, members or general partners, or any agent or employee of any such persons, or any removal of all or any portion of the Security Property in violation of the terms of the Loan Documents, to the full extent of the losses or damages actually incurred by Lender on account of such damage or removal, (g) for Borrower's failure to pay any valid taxes, assessments, mechanic's liens, materialmen's liens or other liens which could create liens on any portion of the Security Property, accruing prior to the date Lender acquires actual possession and control of the Property, which would be superior to the lien or security title of the Security Instrument or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant, (h) for all obligations and indemnities of Borrower under the Loan PROMISSORY NOTE - Page 5 Documents relating to hazardous or toxic substances or compliance with environmental laws and regulations to the full extent of any losses or damages (including those resulting from diminution in value of any Security Property) incurred by Lender as a result of the existence of such hazardous or toxic substances or failure to comply with environmental laws or regulations and, (i) for fraud or material misrepresentation by Borrower or any of its principals, officers, managers, members or general partners, any guarantor, any indemnitor or any agent, employee or other person authorized or apparently authorized to make statements or representations on behalf of Borrower, any principal, officer, manager, member or general partner of Borrower, or any guarantor or any indemnitor, to the full extent of any losses, damages and expenses of Lender on account thereof. References herein to particular sections of the Loan Documents shall be deemed references to such sections as affected by other provisions of the Loan Documents relating thereto. Nothing contained in this section shall (1) be deemed to be a release or impairment of the indebtedness evidenced by this Note or the other obligations of Borrower under the Loan Documents or the lien of the Loan Documents upon the Security Property, or (2) preclude Lender from foreclosing under the Loan Documents in case of any default or from enforcing any of the other rights of Lender except as stated in this section, or (3) limit or impair in any way whatsoever the Indemnity and Guaranty Agreements or the Hazardous Substances Indemnity Agreements, each of even date herewith executed and delivered in connection with the indebtedness evidenced by this Note or release, relieve, reduce, waive or impair in any way whatsoever, any obligation of any party to such Indemnity and Guaranty Agreements or Hazardous Substances Indemnity Agreements. ARTICLE II - GENERAL CONDITIONS

2.1 No Waiver: Amendment. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by any applicable laws; and Borrower hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part unless Lender agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 2.2 Waivers. Presentment for payment, demand, protest and notice of demand, protest and nonpayment, notice of intent to accelerate maturity, notice of acceleration of maturity and all other notices are hereby waived by Borrower. Borrower hereby further waives and renounces, to the fullest extent permitted by law, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead now or hereafter provided by the Constitution and laws of PROMISSORY NOTE - Page 6 the United States of America and of each state thereof, both as to itself and in and to all of its property, real and personal, against the enforcement and collection of the obligations evidenced by this Note or the other Loan Documents. 2.3 Limit of Validity. The provisions of this Note and of all agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, including, but not limited to, the Loan Documents, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of this Note or otherwise, shall the amount contracted for, charged, taken, reserved, paid, or agreed to be paid ("Interest") to Lender for the use, forbearance or retention of the money loaned under this Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever (including, without limitation, the receipt of any late charge or similar amount), performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Lender shall ever receive anything of value deemed Interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive Interest shall be applied to the reduction of the principal balance owing under this Note in the inverse order of its maturity (whether or not then due) or at the option of Lender be paid over to Borrower, and not to the payment of Interest. All Interest (including any amounts or payments deemed to be Interest) contracted for, charged, taken, reserved, paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this Note, including any extensions and renewals hereof, until payment in full of the principal balance of this Note so that the Interest thereof for such full period will not exceed at any time the maximum amount permitted by applicable law. This Section 2.3 will control all agreements between Borrower and Lender. 2.4 Use of Funds. Borrower hereby warrants, represents and covenants that the proceeds of this Note shall be used for business purposes and no funds disbursed hereunder shall be used for personal, family or household purposes. 2.5 Unconditional Payment. Borrower is and shall be obligated to pay principal, interest and any and all other amounts which become payable hereunder or under the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction and without any reduction for counterclaim or setoff. In the event that at any time any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in

accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand. PROMISSORY NOTE - Page 7 2.6 Further Assurances. Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all reasonable documents, and take all reasonable actions, reasonably required by Lender from time to time to confirm the rights created under this Note and the other Loan Documents, to protect and further the validity, priority and enforceability of this Note and the other Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder; provided, however , that no such further actions, assurances and confirmations shall increase, modify or change Borrower's obligations under this Note or under the other Loan Documents. 2.7 Submission to Jurisdiction: Waiver of Jury Trial. (1) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS NOTE, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION PRESIDING OVER DUPAGE COUNTY, ILLINOIS, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (D) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT BORROWER WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM AND BORROWER FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW). (2) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. PROMISSORY NOTE - Page 8 2.8 GOVERNING LAW. THIS NOTE SHALL BE INTERPRETED, CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS. 2.9 Miscellaneous. The terms and provisions hereof shall be binding upon and inure to the benefit of Borrower and Lender and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties or by operation of law. As used herein, the terms "Borrower " and "Lender" shall be deemed to include their respective successors, successors-in-title and assigns, whether by voluntary action of the parties or by operation of law. Subject to the limitations set forth in Section 1.5 above, if Borrower consists of more than one person or entity, each shall be jointly and severally liable to perform the obligations of Borrower under this Note. All personal pronouns used herein, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice versa. Titles of articles and sections are for convenience only and in no way define, limit, amplify or describe the scope or intent of any provisions hereof. Capitalized terms used in this Note and not otherwise defined herein shall have the

meaning ascribed to them in the Security Instrument or in the Loan Documents. Time is of the essence with respect to all provisions of this Note, the Security Instrument and the Loan Documents. This Note and the other Loan Documents contain the entire agreements between the parties hereto relating to the subject matter hereof and thereof and all prior agreements relative hereto and thereto which are not contained herein or therein are terminated. [The remainder of this page intentionally left blank.] PROMISSORY NOTE - Page 9 IN WITNESS WHEREOF, the Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above. BORROWER : INLAND REAL ESTATE COLUMN I, L.L.C., an Illinois limited liability company By: INLAND REAL ESTATE CORPORATION, a Maryland corporation, its sole member
By: /s/Mark Zalatoris Name: Mark Zalatoris Title: Vice President

PROMISSORY NOTE - Page 10

OPERATING AGREEMENT OF INLAND REAL ESTATE COLUMN I, L.L.C. Dated October 19, 1998 By and Between INLAND REAL ESTATE COLUMN I, L.L.C. an Illinois limited liability company, and INLAND REAL ESTATE CORPORATION, a Maryland corporation
INDEX PAGE RECITALS ARTICLE I DEFINITIONS 4 4 7 7 7 7 7 8 8 8

ARTICLE II FORMATION 2.1 Formation 2.2 Agreement 2.3 Name 2.4 Term 2.5 Registered Agent and Office 2.6 Principal Office 2.7 Qualifications

OPERATING AGREEMENT OF INLAND REAL ESTATE COLUMN I, L.L.C. Dated October 19, 1998 By and Between INLAND REAL ESTATE COLUMN I, L.L.C. an Illinois limited liability company, and INLAND REAL ESTATE CORPORATION, a Maryland corporation
INDEX PAGE RECITALS ARTICLE I DEFINITIONS 4 4 7 7 7 7 7 8 8 8 8 8 9 9 10 10 10 11 11 11 11 11 11 11 11 11

ARTICLE II FORMATION 2.1 Formation 2.2 Agreement 2.3 Name 2.4 Term 2.5 Registered Agent and Office 2.6 Principal Office 2.7 Qualifications ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII NATURE OF BUSINESS LIMITATIONS TITLE TO COMPANY PROPERTY SEPARATENESS PROVISIONS MANAGEMENT OF THE COMPANY AMENDMENTS TO ARTICLES OF ORGANIZATION

ARTICLE IX ALLOCATIONS AND DISTRIBUTIONS 9.1 General Rules 9.2 Distribution Net Cash Flow 9.3 Allocation of Profit and Loss 9.4 Maintenance of Capital Accounts 9.5 Restricted Use of Company Property ARTICLE X TAXES 10.1 Elections 10.2 Tax Matters Partner 10.3 Method of Accounting

ARTICLE XI DISSOLUTION AND WINDING UP 11.1 Dissolution 11.2 Effect of Dissolution 11.3 Distribution of Assets upon Dissolution 11.4 Winding Up and Articles of Dissolution ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 Entire Agreement 12.2 Construction 12.3 Headings

12 12 12 12 12 12 12 12 13

12.4 12.5 12.6

Application of Illinois Law Severability Benefit

13 13 13 14 15

EXHIBIT A EXHIBIT B

OPERATING AGREEMENT of INLAND REAL ESTATE COLUMN I, L.L.C. (an Illinois limited liability company) THIS OPERATING AGREEMENT of INLAND REAL ESTATE COLUMN I, L.L.C., an Illinois limited liability company (the "Company"), is entered into pursuant to the Illinois Limited Liability Company Act (the "Act"), and shall be effective as of the 19th day of October, 1998, by and between the Company and the entity executing this Agreement as its Sole Member. RECITALS A. The Company has been formed for the sole purpose of acquiring, owning, operating, managing and selling those certain parcels of real estate described on Exhibit B and for such activities as are necessary, incidental or appropriate in connection therewith and the acquisition, ownership, operation, and management and sale of any shopping center acquired for the purpose of substituting debt on any of the parcels. B. The Company was formed by filing the Certificate of Formation of the Company with the Secretary of State on the date first set forth above. C. The parties hereto agree that the terms of this Agreement not inconsistent with the laws of the State of Illinois or the Certificate shall govern, regulate and manage the affairs of the Company. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS Unless otherwise specified herein, the following terms shall have the following meanings: "Act" shall mean the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq., and all amendments thereto, including the Amendatory Act of 1997. "Agreement" shall mean this Operating Agreement including all amendments to this Agreement which are adopted in accordance with this Agreement and the Act. "Business Day" shall mean any day other than Saturday, Sunday or any legal holiday observed in the State. "Capital Contribution" shall mean the amount of money and the fair market value of any Property other than money (determined on the date of contribution) contributed to the Company with respect to the Membership Interest held by the Sole Member at any time. Schedule "A" attached hereto and made a part hereof sets forth the initial Capital Contribution by, and the initial Membership Interests of, the Sole Member. "Certificate" shall mean the Articles of Organization of the Company as properly adopted, amended and restated from time to time and filed with the Secretary of State. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Company" shall mean Inland Real Estate Column I, L.L.C., a limited liability company formed under the laws of Illinois, and any successor limited liability company. "Company Property" shall mean any Property owned by the Company.

"Company Property" shall mean any Property owned by the Company. "Distribution" shall mean a transfer of Property to the Sole Member on account of a Membership Interest. "Dissolution Event" shall mean an event, the occurrence of which will result in the dissolution of the Company. "Membership Interest(s)" shall mean the limited liability company interests of the Sole Member, including the right to any and all benefits to which such Member may be entitled in accordance with this Agreement, and the obligations as provided in this Agreement and the Act. "Net Cash Flow" shall mean for each Fiscal Year or other period, the sum of all cash received by the Company during such period (excluding Capital Contributions and proceeds), plus any undistributed Net Cash Flow from all prior periods, less the sum of: (i) all expenses paid by the Company during such period (excluding depreciation and other non-cash expenses and Distributions); (ii) amortization of principal of loans during such period; (iii) capital expenditures made in the ordinary course of the Company's business (except to the extent paid with proceeds of loans); and (iv) allowances for reserves. "Notice" shall be in writing. Any Notice shall be considered given on the date of service if served personally on the Person to whom notice is to be given by commercial messenger delivery service with signature verification of delivery or by other verified means of personal delivery, on the next Business Day if delivered by overnight courier service and on the third Business Day if delivered by United States mail, certified or registered mail, postage prepaid, return receipt requested. Any Notice to the Company shall be addressed to the Sole Member at the address of the Principal Office. "Organization" shall mean a Person other than a natural person. Organization includes, without limitation, corporations (both non-profit and other corporations), partnerships (both limited and general), joint ventures, limited liability companies, trusts and unincorporated associations, but the term does not include joint tenancies and tenancies by the entirety. "Person" shall mean any natural person or business entity. "Principal Office" shall mean the principal office as described in Article II hereof. "Proceeding" shall mean any judicial or administrative trial, hearing or other activity, civil, criminal or investigative, the result of which may be that a court, arbitrator or governmental agency may enter a judgment, order, decree or other determination which, if not appealed and reversed, would be binding upon the Company, the Sole Member or other Person subject to the jurisdiction of such court, arbitrator or governmental agency. "Proceeds" shall mean all cash received by the Company in the ordinary course of its business, excluding Capital Contributions and proceeds of loans. "Profits" and "Losses" shall mean, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; and (ii) any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as a Code Section 705 (a)(2)(B) expenditure pursuant to Treasury Regulations Section 1.704-1 (b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss. "Property" shall mean any property, real or personal, tangible or intangible, including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future. "Resignation" shall mean the act by which a Sole Member voluntarily ceases to be a Sole Member pursuant to Section 4.8 hereof.

"Secretary of State" shall mean the Secretary of State of Illinois. "Sole Member" shall mean Inland Real Estate Corporation, a Maryland corporation. "State" shall mean the State of Illinois. "Taxable Year" shall mean the taxable year of the Company as determined pursuant to Code Section 706. The Taxable Year of the Company begins January 1 and ends December 31. ARTICLE II FORMATION 2.1 Formation. The Certificate has been filed with the Secretary of State, organizing the Company as a limited liability company pursuant to the Act. 2.2 Agreement. For and in consideration of the mutual covenants contained herein, the Company and the Sole Member hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Company and the Sole Member that this Agreement shall be the sole source of agreement of the parties and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. 2.3 Name. The name of the Company is "Inland Real Estate Column I, L.L.C." and all business of the Company shall be conducted under that name or under any other name adopted as an assumed name, but in any case, only to the extent permitted by applicable law. 2.4 Term. The Company shall be dissolved and its affairs wound up in accordance with the Act and the Certificate except as may otherwise be provided herein but in no event later than September 30, 2050. 2.5 Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Certificate as filed in the office of the Secretary of State. The Sole Member, may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Sole Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be. If the Sole Member shall fail to designate a replacement registered agent or change of address of the registered office, the Members may designate a replacement registered agent or file a notice of change of address. 2.6 Principal Office. The Principal Office of the Company shall be located at 2901 Butterfield Road, Oak Brook, IL 60523 or at such other location as the Sole Member shall determine. 2.7 Qualifications. The Company may qualify to do business in any states which recognize limited liability companies. ARTICLE III NATURE OF BUSINESS The Company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business and specified in the Certificate. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in the Certificate and this Agreement. The Company exists only for the purpose specified in the Certificate and this Agreement and may not conduct any other business without the consent of its Member.

ARTICLE IV LIMITATIONS Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without the prior written consent of Column Financial, Inc., or its successors or assigns, as long as the Loan (herein defined) is outstanding, take any action or do any of the following except as otherwise provided in the documents evidencing the Loan: (a) engage in any business or activity other than those set forth in Article III; (b) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement and the Certificate; (c) borrow money or incur any indebtedness or assume or guaranty any indebtedness of any other entity, other than normal trade accounts and lease obligations incurred in the ordinary course of business, or grant consensual liens on the Company's property; except, however, the Sole Member is hereby authorized to secure financing (the "Loan") for the Company from Column Financial, Inc. in such amount and on such terms as such Sole Member may elect, and to grant a mortgage, deed of trust, lien or liens on the Company's property to secure such Loan, as well as incur other indebtedness to the extent expressly authorized pursuant to the documents further evidencing the Loan; (d) dissolve or liquidate, in whole or in part; (e) consolidate or merge with or into any other entity or convey or transfer or lease its property and assets substantially as an entirety to any entity; (f) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution or bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take company action in furtherance of any such action; or (g) amend the Articles of Organization or this Agreement of the Company. ARTICLE V TITLE TO COMPANY PROPERTY All Company Property shall be owned by the Company as an entity and, insofar as permitted by applicable law, the Sole Member shall not have any ownership interest in any Company Property in its individual name or right and, the membership or other ownership interest in the Company shall be personal property for all purposes. ARTICLE VI SEPARATENESS PROVISIONS The Company shall: (a) maintain books and records and bank accounts separate from those of any other person; (b) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (c) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (d) hold regular manager and member meetings, as appropriate, to conduct the business of the Company, and observe all other legal formalities;

(e) prepare separate financial statements and as part of a consolidated group it will be shown as a separate member of such group on the consolidated group's tax return; (f) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (g) transact all business with affiliates on an arm's-length basis and pursuant to enforceable agreements; (h) conduct business in its own name, and use separate stationery, invoices and checks; (i) not commingle its assets or funds with those of any other person; and (j) not assume, guaranty or pay the debts or obligations of any other person. ARTICLE VII MANAGEMENT OF THE COMPANY The business and affairs of the Company shall be managed by or under the direction of the Sole Member. ARTICLE VIII AMENDMENTS TO ARTICLES OF ORGANIZATION The Company may amend its Articles of Organization at any time to add a new provision or to change or remove an existing provision, provided that the Articles of Organization as amended contains only provisions that are required or permitted in the original Articles of Organization at the time of amendment. ARTICLE IX ALLOCATIONS AND DISTRIBUTIONS 9.1 General Rules. Except as otherwise required pursuant to this Agreement, in its sole discretion, the Sole Member may, from time to time, make Distributions or return Capital Contributions subject to any restriction in the Certificate, provided that, if the Company has creditors, no Distribution or return of Capital Contributions may be made if, after giving effect to the Distribution, all liabilities of the Company, other than liabilities to the Sole Member on account of its Membership Interests and liabilities for which the recourse of creditors is limited to specified Company Property ("Non- Recourse Liabilities"), exceed the fair value of the assets of the Company, except that the fair value of Company Property that is subject to a Non- Recourse Liability shall be included in the assets of the Company only to the extent that the fair value of that Company Property exceeds that liability. 9.2 Distribution Net Cash Flow. Net Cash Flow for any fiscal year of the Company, if distributed in the sole discretion of the Sole Member, shall be distributed entirely to the Sole Member. 9.3 Allocation of Profit and Loss. All Profits and Losses shall be allocated entirely to the Sole Member. 9.4 Maintenance of Capital Accounts. The Company shall establish and maintain Capital Accounts in accordance with 704(b) of the Code and the Treasury Regulations thereunder for each Holder at Company expense. 9.5 Restricted Use of Company Property. The Company Property cannot be used to pay or satisfy the debts or obligations of the Sole Member without the written consent of all secured creditors of such assets. ARTICLE X TAXES 10.1 Elections. The Sole Member may make any tax elections for the Company allowed under the code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company, including but not limited to an election under Section 754 of the Code.

10.2 Tax Matters Partner. The Sole Member shall, from time to time, elect a tax matters partner who shall act as the tax matters partner of the company pursuant to Section 6231(a)(7) of the Code and shall take such action as may be necessary to cause each other Holder to become a notice partner within the meaning of Section 6223 of the Code. 10.3 Method of Accounting. The records of the company shall be maintained on either (a) a cash receipts and disbursements method of accounting, or (b) an accrual method of accounting, as the Sole Member may determine. ARTICLE XI DISSOLUTION AND WINDING UP 11.1 Dissolution. The Company shall be dissolved and its affairs wound up, whenever deemed appropriate, in the sole discretion of the Sole Member. 11.2 Effect of Dissolution. Upon dissolution, the Company shall cease carrying on business, as distinguished from the winding up of the Company business, but the Company is not terminated, and continues until the winding up of the affairs of the Company is completed and the articles of dissolution have been issued by the Secretary of State. 11.3 Distribution of Assets upon Dissolution. Upon the winding up of the Company, the Company Property shall be distributed: (a) first, to creditors, including the Sole Member if it is a creditor, to the extent permitted by law, in satisfaction of the Company's liabilities, (except Non-Recourse Liabilities in excess of the fair value of the Company Property which is secured by such Non-Recourse Liabilities), including the expenses of liquidation and for the creation of reserves for contingencies which the Sole Member considers necessary; and (b) thereafter, to the Sole Member. 11.4 Winding Up and Articles of Dissolution. The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company (except as provided in Section 6.3(a) hereof as to Non-Recourse Liabilities) have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed. Upon the completion of winding up of the Company, the articles of dissolution shall be delivered to the Secretary of State for filing. The articles of dissolution shall set forth the information required by the Act. ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 Entire Agreement. The Agreement, including the Recitals which are hereby incorporated by this reference, represents the entire agreement between the Sole Member and the Company. 12.2 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice-versa. Whenever, the masculine gender is used in this Agreement and when required by the context, the same shall include the feminine and neuter genders. 12.3 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 12.4 Application of Illinois Law. This Agreement and its interpretation shall be governed exclusively by its terms and by the laws of the State of Illinois, and specifically the Act. 12.5 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law but, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without

invalidating the remainder of such provision or the remaining provisions of this Agreement. If any part of any covenant or other provision in this Agreement is determined by a court of law to be overly broad thereby making the covenant unenforceable, the parties hereto agree, and it is their desire, that the court shall substitute a judicially enforceable limitation in its place, and that as so modified the covenant shall be binding upon the parties as if originally set forth herein. 12.6 Benefit. This Agreement shall be binding upon, and inure to the benefit of, and shall be enforceable by, the heirs, successors, legal representatives and permitted assignees of the Sole Member and the successors, assignees and transferees of the Company. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date set forth above. Sole Member: Inland Real Estate Corporation, a Maryland corporation
By: /s/Roberta S. Matlin Its: Vice President

EXHIBIT A INLAND REAL ESTATE COLUMN I, L.L.C. THE SOLE MEMBER'S NAME, CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS
MEMBER NAME AND ADDRESS Inland Real Estate Corporation 2901 Butterfield Road Oak Brook, IL 60523 CAPITAL CONTRIBUTIONS Assets and Liabilities set forth on Exhibit C for the Real Property legally described on Exhibit B MEMBERSHIP INTERESTS 100%

EXHIBIT B ASSETS AND LIABILITIES OF THE REAL ESTATE COMMONLY KNOWN AS: 1. Berwyn Plaza Shopping Center, 6901 W. Ogden Avenue, Berwyn, Illinois and legally described on Exhibit B1 2. Rivertree Court Shopping Center, Southeast corner of IL Route 60 (Townline Road) and IL Route 21 (Milwaukee Avenue), Vernon Hills, Illinois and legally described on Exhibit B-2 3. Walgreens Store, 331 North Irving Park Road, Woodstock, Illinois and legally described on Exhibit B-3 4. Winnetka Commons Shopping Center, Winnetka Avenue and 36th Avenue North, New Hope, Minnesota and legally described on Exhibit B-4 5. Woodland Heights Shopping Center, 116-139 and 217-237 Irving Park Road, Streamwood, Illinois and legally described on Exhibit B-5 Exhibits B-1 to B-5, which contains legal descriptions, have been intentionally omitted.

ARTICLE 5

PERIOD TYPE

9 MOS

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

9 MOS DEC 31 1998 SEP 30 1998 119581697 0 12922785 0 0 138922043 487633142 13753107 614289390 23602917 0 0 0 467923 412111957 614289390 0 50117685 0 0 25291147 0 8570847 16255691 0 16255691 0 0 0 16255691 .44 .44