CREDIT AGREEMENT







DATED AS OF MARCH 31, 2003



AMONG



INLAND RETAIL REAL ESTATE TRUST, INC.,



AND



INLAND RETAIL REAL ESTATE LIMITED PARTNERSHIP



AS BORROWERS





AND



KEYBANK NATIONAL ASSOCIATION



AS ADMINISTRATIVE AGENT AND LEAD ARRANGER



AND



THE SEVERAL LENDERS
FROM
TIME TO TIME PARTIES HERETO,
AS LENDERS



|TABLE OF CONTENTS    
|---------------------
|                     
|                     
|ARTICLE I DEFINITIONS
|                     
|ARTICLE II THE CREDIT



|2.1                                                           | Commitments; Reduction or Increase in Aggregate Commitment      | 16
|------------------------------------------------------------- | --------------------------------------------------------------- | --
|2.2                                                           | Ratable Loans.                                                  | 17
|2.3                                                           | Applicable Margin                                               | 17
|2.4                                                           | Final Principal Payment                                         | 17
|2.5                                                           | Unused Fee                                                      | 17
|2.6                                                           | Other Fees                                                      | 18
|2.7                                                           | Minimum Amount of Each Advance.                                 | 18
|2.8                                                           | Optional Principal Payments                                     | 18
|2.9                                                           | Method of Selecting Types and Interest Periods for New Advances | 18
|2.10                                                          | Conversion and Continuation of Outstanding Advances             | 18
|2.11                                                          | Changes in Interest Rate, Etc.                                  | 19
|2.12                                                          | Rates Applicable After Default                                  | 20
|2.13                                                          | Method of Payment                                               | 20
|2.14                                                          | Notes; Telephonic Notices                                       | 20
|2.15                                                          | Interest Payment Dates; Interest and Fee Basis.                 | 20
|2.16                                                          | Notification of Advances, Interest Rates and Prepayments        | 21
|2.17                                                          | Lending Installations                                           | 21
|2.18                                                          | Non-Receipt of Funds by the Administrative Agent                | 21
|2.19                                                          | Replacement of Lenders under Certain Circumstances              | 21
|2.20                                                          | Extension of Facility Termination Date                          | 22
|2.21                                                          | Usury                                                           | 22
|                                                              |                                                                 |   
|ARTICLE III CHANGE IN CIRCUMSTANCES                           | 22                                                             
|3.1                                                           | Yield Protection                                                | 22
|3.2                                                           | Changes in Capital Adequacy Regulations                         | 23
|3.3                                                           | Availability of Types of Advances                               | 24
|3.4                                                           | Funding Indemnification                                         | 24
|3.5                                                           | Taxes                                                           | 24
|3.6                                                           | Lender Statements; Survival of Indemnity                        | 26
|                                                              |                                                                 |   
|ARTICLE IV CONDITIONS PRECEDENT                               | 26                                                             
|4.1                                                           | Initial Advance                                                 | 26
|4.2                                                           | Each Advance                                                    | 28
|                                                              |                                                                 |   
|ARTICLE V REPRESENTATIONS AND WARRANTIES                      | 28                                                             
|5.1                                                           | Existence                                                       | 29
|5.2                                                           | Authorization and Validity                                      | 29
|5.3                                                           | No Conflict; Government Consent                                 | 29
|5.4                                                           | Financial Statements; Material Adverse Effect                   | 29
|5.5                                                           | Taxes                                                           | 30
|5.6                                                           | Litigation and Guarantee Obligations                            | 30
|5.7                                                           | Subsidiaries                                                    | 30
|5.8                                                           | ERISA                                                           | 30
|5.9                                                           | Accuracy of Information                                         | 30
|5.10                                                          | Regulation U                                                    | 30
|5.11                                                          | Material Agreements                                             | 30
|5.12                                                          | Compliance With Laws                                            | 31
|5.13                                                          | Ownership of Properties                                         | 31
|5.14                                                          | Investment Company Act                                          | 31
|5.15                                                          | Public Utility Holding Company Act                              | 31
|5.16                                                          | Solvency                                                        | 31
|5.17                                                          | Insurance                                                       | 32
|5.18                                                          | REIT Status                                                     | 32
|5.19                                                          | Environmental Matters                                           | 32
|                                                              |                                                                 |   
|ARTICLE VI COVENANTS                                          | 33                                                             
|6.1                                                           | Financial Reporting                                             | 33
|6.2                                                           | Use of Proceeds                                                 | 35
|6.3                                                           | Notice of Default                                               | 35
|6.4                                                           | Conduct of Business                                             | 35
|6.5                                                           | Taxes                                                           | 35
|6.6                                                           | Insurance                                                       | 36
|6.7                                                           | Compliance with Laws                                            | 36
|6.8                                                           | Maintenance of Properties                                       | 36
|6.9                                                           | Inspection                                                      | 36
|6.10                                                          | Maintenance of Status                                           | 36
|6.11                                                          | Dividends                                                       | 36
|6.12                                                          | Merger; Sale of Assets                                          | 36
|6.13                                                          | INTENTIONALLY DELETED                                           | 37
|6.14                                                          | Sale and Leaseback                                              | 37
|6.15                                                          | Acquisitions and Investments                                    | 37
|6.16                                                          | Liens                                                           | 37
|6.17                                                          | Affiliates                                                      | 38
|6.18                                                          | Financial Undertakings                                          | 38
|6.19                                                          | Variable Interest Indebtedness                                  | 38
|6.20                                                          | Consolidated Net Worth                                          | 38
|6.21                                                          | Indebtedness and Cash Flow Covenants                            | 39
|6.22                                                          | Environmental Matters                                           | 39
|6.23                                                          | Permitted Investments                                           | 40
|6.24                                                          | Minimum Average Occupancy                                       | 40
|6.25                                                          | Limit on Cross-Collateralized Pools                             | 41
|6.26                                                          | Prohibited Encumbrances                                         | 41
|6.27                                                          | Amendments to Organizational Documents                          | 41
|6.28                                                          | Subordination of Advisor Fees                                   | 41
|                                                              |                                                                 |   
|ARTICLE VII DEFAULTS                                          | 41                                                             
|                                                              |                                                                 |   
|ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES   | 43                                                             
|8.1                                                           | Acceleration                                                    | 43
|8.2                                                           | Amendments                                                      | 44
|8.3                                                           | Preservation of Rights                                          | 44
|8.4                                                           | Insolvency of Borrower                                          | 45
|                                                              |                                                                 |   
|ARTICLE IX GENERAL PROVISIONS                                 | 45                                                             
|9.1                                                           | Survival of Representations                                     | 45
|9.2                                                           | Governmental Regulation                                         | 45
|9.3                                                           | Taxes                                                           | 45
|9.4                                                           | Headings                                                        | 45
|9.5                                                           | Entire Agreement                                                | 45
|9.6                                                           | Several Obligations; Benefits of this Agreement                 | 45
|9.7                                                           | Expenses; Indemnification                                       | 45
|9.8                                                           | Numbers of Documents                                            | 46
|9.9                                                           | Accounting                                                      | 46
|9.10                                                          | Severability of Provisions                                      | 46
|9.11                                                          | Nonliability of Lenders                                         | 46
|9.12                                                          | CHOICE OF LAW                                                   | 46
|9.13                                                          | CONSENT TO JURISDICTION                                         | 46
|9.14                                                          | WAIVER OF JURY TRIAL                                            | 47
|                                                              |                                                                 |   
|ARTICLE X THE ADMINISTRATIVE AGENT                            |                                                                
|10.1                                                          | Appointment                                                     | 47
|10.2                                                          | Powers                                                          | 47
|10.3                                                          | General Immunity                                                | 47
|10.4                                                          | No Responsibility for Loans, Recitals, etc                      | 48
|10.5                                                          | Action on Instructions of Lenders                               | 48
|10.6                                                          | Employment of Agents and Counsel                                | 48
|10.7                                                          | Reliance on Documents; Counsel                                  | 48
|10.8                                                          | Administrative Agent's Reimbursement and Indemnification        | 49
|10.9                                                          | Rights as a Lender                                              | 49
|10.10                                                         | Lender Credit Decision                                          | 49
|10.11                                                         | Successor Administrative Agent                                  | 49
|10.12                                                         | Notice of Defaults                                              | 50
|10.13                                                         | Requests for Approval                                           | 50
|10.14                                                         | Defaulting Lenders                                              | 50
|                                                              |                                                                 |   
|ARTICLE XI SETOFF; RATABLE PAYMENTS                           | 51                                                             
|11.1                                                          | Setoff                                                          | 51
|11.2                                                          | Ratable Payments                                                | 51
|                                                              |                                                                 |   
|ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS | 52                                                             
|12.1                                                          | Successors and Assigns                                          | 52
|12.2                                                          | Participants                                                    | 52
|12.3                                                          | Assignments                                                     | 53
|12.4                                                          | Dissemination of Information                                    | 54
|12.5                                                          | Tax Treatment                                                   | 54
|                                                              |                                                                 |   
|ARTICLE XIII NOTICES                                          | 54                                                             
|13.1                                                          | Giving Notice                                                   | 54
|13.2                                                          | Change of Address                                               | 54
|                                                              |                                                                 |   
|ARTICLE XIV COUNTERPARTS                                      | 55                                                             





CREDIT AGREEMENT





This Credit Agreement, dated as of March 31, 2003, is among Inland Retail Real Estate Trust, Inc., a corporation organized under the laws of the State of Maryland (the "REIT") and Inland Retail Real Estate Limited Partnership, an Illinois limited partnership (the "Operating Partnership") (the REIT and the Operating Partnership are individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), KeyBank, National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders") and KeyBank, National Association, not individually, but as "Administrative Agent".

RECITALS

1. The Borrowers are primarily engaged in the business of purchasing, owning, operating, leasing and managing retail properties.
2. The REIT is qualified as a real estate investment trust under Section 856 of the Code.
3. The Borrowers have requested that the Lenders make loans available to the Borrowers in the aggregate amount of $100,000,000, pursuant to the terms of this Agreement, and that the Administrative Agent act as administrative agent for the Lenders.  The Administrative Agent and the Lenders have agreed to do so.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. DEFINITIONS
2. THE CREDIT
3. 
4. Ratable Loans.
5. Applicable Margin.The Applicable Margin will vary from time to time based on the Value of the Unencumbered Pool and the Leverage Ratio.  The Applicable Margins during each calendar month shall be determined on or before the fifteenth day of each month, based on information as of the end of the preceding month except that the Leverage Ratio will be determined only quarterly by the fifteenth day of the first month of the quarter, based on information as of the last day of the preceding quarter.  Borrower shall provide all necessary information to the Administrative Agent in order for it to make such determination and if such information is not provided in a timely fashion then the highest Applicable Margins in the grids below shall be applicable until such information is provided.  So long as the Value of the Unencumbered Pool is greater than $100,000,000 and the Leverage Ratio is equal to or less than 55%, the ABR Applicable Margin shall be 0 basis points and the LIBOR Applicable Margin shall be determined in accordance with the following grid:
6. Final Principal Payment.
7. Unused Fee.
8. Other Fees.
9. Minimum Amount of Each Advance.
10. Optional Principal Payments.
11. Method of Selecting Types and Interest Periods for New Advances.
12. the Borrowing Date, which shall be a Business Day, of such Advance,
13. the aggregate amount of such Advance,
14. the Type of Advance selected, and
15. in the case of each Fixed Rate Advance, the Interest Period applicable thereto.
16. Conversion and Continuation of Outstanding Advances.
17. the requested date which shall be a Business Day, of such conversion or continuation;
18. the aggregate amount and Type of the Advance which is to be converted or continued; and
19. the amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a Fixed Rate Advance, the duration of the Interest Period applicable thereto.
20. Changes in Interest Rate, Etc.
21. Rates Applicable After Default.
22. Method of Payment.
23. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent's address specified pursuant to Article XIII, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrowers, by noon (local time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders.
24. As provided elsewhere herein, all Lenders' interests in the Advances and the Loan Documents shall be ratable undivided interests and none of such Lenders' interests shall have priority over the others.  Each payment delivered to the Administrative Agent for the account of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be paid promptly (on the same day as received by the Administrative Agent if received prior to noon (local time) on such day and otherwise on the next Business Day) by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.  Payments received by the Administrative Agent but not timely funded to the Lenders shall bear interest payable by the Administrative Agent at the Federal Funds Effective Rate from the date due until the date paid.  The Administrative Agent is hereby authorized to charge the account of the REIT or the Operating Partnershipmaintained with KeyBank for each payment of principal, interest and fees as it becomes due hereunder.
25. Notes; Telephonic Notices.
26. Interest Payment Dates; Interest and Fee Basis.
27. Notification of Advances, Interest Rates and Prepayments.
28. Lending Installations.
29. Non-Receipt of Funds by the Administrative Agent.
30. Replacement of Lenders under Certain Circumstances.
31. Extension of Facility Termination Date.
32. Usury.

This Agreement and each Note are subject to the express condition that at no time shall Borrowers be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate.  If by the terms of this Agreement or the Loan Documents, Borrowers are at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.  All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.



1. 

If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

1. subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, or
2. imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or
3. imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Fixed Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation  in connection with its Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Fixed Rate Loans, by an amount deemed material by such Lender  as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Fixed Rate Loans or Commitment, then, within 15 days of demand by such Lender or the Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.



If a Lender in good faith determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender  is increased as a result of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrowers shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into account such Lender's policies as to capital adequacy).  "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender.  "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.



If any Lender in good faith determines that maintenance of any of its Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law, the Administrative Agent shall, with written notice to Borrowers, suspend the availability of the affected Type of Advance and require any Fixed Rate Advances of the affected Type to be repaid; or if the Required Lenders in good faith determine that (i) deposits of a type or maturity appropriate to match fund Fixed Rate Advances are not available, the Administrative Agent shall, with written notice to Borrowers, suspend the availability of the affected Type of Advance with respect to any Fixed Rate Advances made after the date of any such determination, or (ii) an interest rate applicable to a Type of Advance does not accurately reflect the cost of making a Fixed Rate Advance of such Type, then, if for any reason whatsoever the provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of the affected Type of Advance with respect to any Fixed Rate Advances made after the date of any such determination.  If the Borrowers are required to so repay a Fixed Rate Advance, the Borrowers may concurrently with such repayment borrow from the Lenders, in the amount of such repayment, a Loan bearing interest at the Alternate Base Rate.



If any payment of a ratable Fixed Rate Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a ratable Fixed Rate Advance is not made on the date specified by the Borrowers for any reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3, the Borrowers will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost (incurred or expected to be incurred) in liquidating or employing deposits acquired to fund or maintain the ratable Fixed Rate Advance and shall pay all such losses or costs within fifteen (15) days after written demand therefor.The parties hereto agree that although the calculation of the losses and costs due pursuant to this Section 3.4 will be based on the applicable Fixed Rate for the Fixed Rate Advance being repaid prior to the end of the applicable Interest Period, a change to the Applicable Margin pursuant to the terms of this Agreement without a change to the applicable LIBOR Base Rate shall not constitute the payment of a ratable Fixed Rate Advance which would result in breakage costs under the terms of this Section 3.4.



1. All payments by the Borrowers to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes.  If the Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrowers shall make such deductions, (c) the Borrowers shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrowers shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.
2. In addition, the Borrowers hereby agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note ("Other Taxes").
3. The Borrowers hereby agree to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.  Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 3.6.
4. Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrowers and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrowers and the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax.  Each Non-U.S. Lender further undertakes to deliver to each of the Borrowers and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrowers or the Administrative Agent.  All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrowers and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.
5. For any period during which a Non-U.S. Lender has failed to provide the Borrowers with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States.
6. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate following receipt of such documentation.
7. If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent).  The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement and any such Lender obligated to indemnify the Administrative Agent shall not be entitled to indemnification from the Borrowers with respect to such amounts, whether pursuant to this Article or otherwise, except to the extent the Borrowers participated in the actions giving rise to such liability.



To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Fixed Rate Loans to reduce any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Fixed Rate Advances under Section 3.3, so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender.  Each Lender shall deliver a written statement of such Lender to the Borrowers (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 3.1, 3.2, 3.4 or 3.5.  Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrowers in the absence of manifest error.  Determination of amounts payable under such Sections in connection with a Fixed Rate Loan shall be calculated as though each Lender funded its Fixed Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Fixed Rate applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrowers of such written statement.  The obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.



1. Initial Advance.
2. The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, and the Subordination Agreement;
3. (A) Certificates of good standing for the Borrowers, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrowers and certified by the appropriate governmental officer and dated not more than two years prior to the Agreement Execution Date (with telephonic updates as practical not more than 10 days prior to the Agreement Execution Date), for each other jurisdiction where the failure of the Borrowers to so qualify or be licensed (if required) would have a Material Adverse Effect;
4. Copies of the formation documents (including code of regulations, if appropriate) of the Borrowers, certified by an officer of the Borrower, together with all amendments thereto;
5. Incumbency certificates, executed by officers of the Borrowers, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrowers, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowers;
6. Incumbency certificate, executed by an officer of the Advisor, which shall identify by name and title and bear the signature of the Person authorized to sign the Subordination Agreement;
7. Copies, certified by a Secretary or an Assistant Secretary of the REIT on behalf of the Borrowers, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrowers, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrowers hereunder;
8. A written opinion of the Borrowers' counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve;
9. A certificate, signed by an officer of the REIT on behalf of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrowers are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct;
10. The most recent financial statements of the Borrowers;
11. UCC financing statement, judgment, and tax lien searches with respect to the Borrowers from the States of organization and principal place of business;
12. Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;
13. A pro forma compliance certificate in the form of Exhibit C as of December 31, 2002, executed by the chief financial officer or chief accounting officer of the REIT prepared on the assumption that the other Indebtedness of Borrowers, if any, being repaid by the initial Advance hereunder was replaced by Advances hereunder for the period covered by such certificate;
14. Sample documentation used by Borrowers in connection with First Mortgage Receivables transactions;
15. Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; and
16. Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.
17. Each Advance.
18. There exists no Default or Unmatured Default;
19. The representations and warranties contained in Article V are true and correct as of such Borrowing Date with respect to Borrowers, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and
20. All legal matters incident to the making of such Advance shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.  Any Lender may require a duly completed Compliance Certificate in substantially the same form of the Certificate attached as Exhibit C.



The Borrowers represent and warrant to the Lenders that:

1. Existence.
2. Authorization and Validity.
3. No Conflict; Government Consent.
4. Financial Statements; Material Adverse Effect.
5. Taxes.
6. Litigation and Guarantee Obligations.
7. Subsidiaries.
8. ERISA.
9. Accuracy of Information.
10. Regulation U.
11. Material Agreements.
12. Compliance With Laws.
13. Ownership of Properties.
14. Investment Company Act.
15. Public Utility Holding Company Act.
16. Solvency.
17. Immediately after the Agreement Execution Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the Borrowers and their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrowers and their Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrowers and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.
18. Each Borrower does not intend to, or to permit any of its Subsidiaries to, and do not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.
19. Insurance.
20. Property and casualty insurance (including coverage for flood and other water damage for any Project located within a 100-year flood plain) in the amount of the replacement cost of the improvements at the Project (to the extent replacement cost insurance is maintained by companies engaged in similar business and owning similar properties);
21. Builder's risk insurance for any Project under construction in the amount of the construction cost of such Project;
22. Loss of rental income insurance in the amount not less than one year's gross revenues from the Projects; and
23. Comprehensive general liability or umbrella insurance in the amount of $20,000,000 per occurrence.
24. REIT Status.
25. Environmental Matters.
26. To the best knowledge of the Borrowers, the Projects of the Borrowers and their Subsidiaries do not contain any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability of the Borrowers or any Subsidiary under, Environmental Laws.
27. To the best knowledge of the Borrowers, (i) the Projects of the Borrowers and their Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by a Borrower and/or its Subsidiaries (x) for at least two (2) years, have in the last two years, or (y) for less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental Laws.
28. Neither of the Borrowers nor any of their Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects, nor does either Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.
29. To the best knowledge of the Borrowers, Materials of Environmental Concern have not been transported or disposed of from the Projects of the Borrowers and their Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability of the Borrowers or any Subsidiary under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of the Borrowers and their Subsidiaries in violation of, or in a manner that could give rise to liability of the Borrowers or any Subsidiary under, any applicable Environmental Laws.
30. No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrowers, threatened, under any Environmental Law to which the Borrowers or any of their Subsidiaries is or, to the Borrowers' knowledge, will be named as a party with respect to the Projects of the Borrowers and their Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Projects of the Borrowers and their Subsidiaries.
31. To the best knowledge of the Borrowers, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects of the Borrowers and their Subsidiaries, or arising from or related to the operations of the Borrowers and their Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.



During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

1. Financial Reporting.
2. As soon as available, but in any event not later than 50 days after the close of each fiscal quarter, for the Borrowers and their Subsidiaries, an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrowers and their Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the chief financial officer or chief accounting officer of the REIT;
3. As soon as available, but in any event not later than 50 days after the close of each fiscal quarter, for the Borrowers and their Subsidiaries, the following reports in form and substance reasonably satisfactory to the Administrative Agent, all certified by the chief financial officer or chief accounting officer of the REIT:  a statement of Funds From Operations, an operating statement for each individual Project (if specifically requested by Administrative Agent), a statement detailing Consolidated Outstanding Indebtedness, Adjusted Annual EBITDA, a listing of capital expenditures, a report listing and describing all Projects, including their net operating income, cash flow, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Project information to include square footage, occupancy, Net Operating Income, anchor lease terms, sales (to the extent sales information is reported) and such other information on all Projects as may be reasonably requested;
4. As soon as available, but in any event not later than 95 days after the close of each fiscal year, for the Borrowers and their Subsidiaries, audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, prepared by independent certified public accountants of nationally recognized standing reasonably acceptable to Administrative Agent;
5. As soon as available, but in any event not later than 95 days after the close of each fiscal year, for the Borrowers and their Subsidiaries, a statement detailing the contributions to Adjusted Annual EBITDA from each individual Project for the prior fiscal year in form and substance reasonably satisfactory to the Administrative Agent, certified by the entity's chief financial officer or chief accounting officer;
6. Together with the quarterly and annual financial statements required hereunder, a compliance certificate in substantially the form of Exhibit C hereto signed by the Borrower's chief financial officer or chief accounting officer showing the calculations and computations necessary to determine compliance with this Agreement and stating that, to such officer's knowledge, no Default or Unmatured Default exists, or if, to such officer's knowledge, any Default or Unmatured Default exists, stating the nature and status thereof;
7. As soon as possible and in any event within 10 days after a responsible officer of a Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of the REIT, describing said Reportable Event and the action which the Borrowers propose to take with respect thereto;
8. As soon as possible and in any event within 10 days after receipt by a responsible officer of a Borrower, a copy of (a) any notice or claim to the effect that such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by such Borrower or any of its Subsidiaries, which, in either case, could have a Material Adverse Effect;
9. Promptly upon the furnishing thereof to the shareholders of the Borrowers, copies of all financial statements, reports and proxy statements so furnished; and
10. Such other information (including, without limitation, financial statements for the Borrowers and non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.
11. Use of Proceeds.
12. Notice of Default.
13. Conduct of Business.
14. Taxes.
15. Insurance.
16. Compliance with Laws.
17. Maintenance of Properties.
18. Inspection.
19. Maintenance of Status.
20. Dividends.
21. Merger; Sale of Assets.
22. INTENTIONALLY DELETED.
23. Sale and Leaseback.
24. Acquisitions and Investments.
25. Cash Equivalents and Marketable Securities;
26. Investments in existing Subsidiaries, Investments in Subsidiaries formed for the purpose of developing or acquiring retail Properties, Investments in joint ventures and partnerships engaged solely in the business of purchasing, developing, owning, operating, leasing and managing retail properties;
27. transactions permitted pursuant to Section 6.12;
28. transactions permitted pursuant to Section 6.23;
29. Acquisitions of Persons whose primary operations consist of the ownership, development, operation and management of retail properties; and
30. Acquisition of the Advisor and/or property management companies.
31. Liens.
32. Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books;
33. Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;
34. Liens arising out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
35. Easements, restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrowers or their Subsidiaries;
36. Second priority Liens on Projects existing on the date hereof which secure Indebtedness as described in Schedule 2 hereto; and
37. First priority Liens other than Liens described in subsections (i) through (iv) above arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of Borrower's covenants herein.
38. Affiliates.
39. Financial Undertakings.
40. Variable Interest Indebtedness.
41. Consolidated Net Worth.
42. Indebtedness and Cash Flow Covenants.
43. any guaranteed or Recourse Indebtedness to exist, other than this Facility and up to $175,000,000 in the aggregate of other secured Project related Recourse Indebtedness (such maximum amount being reduced to $125,000,000 if the Value of the Unencumbered Pool is less than $100,000,000 or the Leverage Ratio is greater than 55%), provided that no other single loan or facility may exceed $50,000,000;
44. Adjusted Annual EBITDA to be less than 1.70 times annualized Implied Debt Service;
45. The Leverage Ratio to be more than 60%.
46. Environmental Matters.
47. Comply with, and use all reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect; provided that in no event shall the Borrowers or their Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing tenants (i) at Projects owned by the Borrowers or their Subsidiaries as of the date hereof, or (ii) at Projects hereafter acquired by the Borrowers or their Subsidiaries as of the date of such acquisition, to add provisions to such effect.
48. Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or (ii) the Borrowers have determined in good faith that contesting the same is not in the best interests of the Borrowers and their Subsidiaries and the failure to contest the same could not be reasonably expected to have a Material Adverse Effect.
49. Defend, indemnify and hold harmless Administrative Agent and each Lender, and their respective officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrowers, their Subsidiaries or the Projects, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor.  This indemnity shall continue in full force and effect regardless of the termination of this Agreement.
50. Prior to the acquisition of a new Project after the Agreement Execution Date, perform or cause to be performed an environmental investigation which investigation shall at a minimum comply with the specifications and procedures attached hereto as Exhibit G.  In connection with any such investigation, Borrowers shall cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes and to assure compliance with the specifications and procedures.
51. Permitted Investments.  The Consolidated Group's activities shall be limited to acquiring retail properties and any business activities and investments incidental thereto (including ownership of public common stock of real estate investment trusts) except that the following Investments shall be permitted subject to the limits stated:
52. Unimproved Land (under development or planned for development within twelve months) up to $10,000,000.
53. First Mortgage Receivables (with each asset valued at the lower of its acquisition cost and its fair market value), up to fifteen percent (15%) of Total Asset Value.
54. Investments in (i) Investment Affiliates and (ii) any entity which is not a Wholly-Owned Subsidiary (valued at the greater of the cash investment in that entity by Borrower or the portion of Total Asset Value attributable to such entity or its assets as the case may be),up to twenty percent (20%) of Total Asset Value.
55. Construction in Progress/Improved Land (with each asset valued at the lower of its acquisition cost and its fair market value) up to fifteen percent (15%) of Total Asset Value.
56. Investment in non-retail Properties, up to ten percent (10%) of Total Asset Value.
57. The Consolidated Group's aggregate Investment in the above items (a)-(e) in the aggregate shall not at any time exceed thirty (30%) of Total Asset Value.
58. Minimum Average Occupancy.
59. Limit on Cross-Collateralized Pools.
60. Prohibited Encumbrances.  Except as specified in Schedule 2, the Borrowers agree that neither the Borrowers nor any other members of the Consolidated Group shall (i) create or permit a Lien against any Project other than a single first-priority mortgage or deed of trust, (ii) create or permit a Lien on any Capital Stock or other ownership interests in any member of the Consolidated Group or any Investment Affiliate or (iii) enter into or be subject to any agreement governing any Indebtedness which constitutes a "negative pledge", an unencumbered asset covenant or other similar covenant or restriction which prohibits or limits the ability of Borrowers or any members of the Consolidated Group to sell or create Liens against any Projects (other than restrictions on further subordinate Liens on Projects already encumbered by a first-priority mortgage or deed of trust).
61. Amendments to Organizational Documents.  The Borrowers shall not permit any material amendment to be made to their organizational documents without the prior written consent of the Administrative Agent.
62. Subordination of Advisor Fees.  Any fees payable to the Advisor (including REIT level expenses) above an amount equal to 4.5% of Net Operating Income will be payable no more frequently than quarterly, and shall not be paid unless the Borrowers are in compliance with all of their covenants contained herein at the time of such payment.



The occurrence of any one or more of the following events shall constitute a Default:

1. Nonpayment of any principal payment on any Note when due.
2. Nonpayment of interest upon any Note or of any facility fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
3. The breach of any of the terms or provisions of Sections 6.2 through 6.21 and 6.23 through 6.28.
4. Any representation or warranty made or deemed made by or on behalf of the Borrowers or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.
5. The breach by the Borrowers (other than a breach which constitutes a Default under Section 7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender.
6. Failure of the Borrowers or any of their Subsidiaries to pay when due any Recourse Indebtedness, regardless of amount, or any other such Indebtedness in excess of $10,000,000 in the aggregate (collectively, "Material Indebtedness"); or the default by the Borrowers or any of their Subsidiaries in the performance of any term, provision or condition contained in any agreement, or any other event shall occur or condition exist, which causes or permits any such Material Indebtedness to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof (provided that the failure to pay any such Material Indebtedness shall not constitute a Default so long as the Borrowers or their Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrowers or their Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome).
7. The Borrowers, or their Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.8 or (vii) admit in writing its inability to pay its debts generally as they become due.
8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrowers or any Subsidiaries or for any Substantial Portion of the Property of the Borrowers or such Subsidiaries, or a proceeding described in Section 7.7(iv) shall be instituted against the Borrowers or any such Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
9. The Borrowers or any of their Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in an amount which, when added to all other judgments or orders outstanding against Borrowers or any Subsidiaries would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.
10. The Borrowers or any other members of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrowers or any other members of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum.
11. The Borrowers or any other members of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrowers and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000.
12. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of the nature of the problem if no specific time period is so established), material environmental problems at Properties owned by the Borrowers or any of their Subsidiaries or Investment Affiliates where aggregate book values are in excess of $10,000,000.
13. The occurrence of any "Default" as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.
14. The attempted revocation, challenge, disavowment, or termination by the Borrowers or Guarantors of any of the Loan Documents.
15. Any Change of Control shall occur.
16. Any Change in Management shall occur.



1. Acceleration.
2. Amendments.
3. Extend the Facility Termination Date, except as permitted by Section 2.20 or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or the Unused Fee, reduce the Applicable Margins (or modify any definition herein which would have the effect of reducing the Applicable Margins) or the underlying interest rate options or extend the time of payment of any such principal, interest or facility fees.
4. Reduce the percentage specified in the definition of Required Lenders.
5. Increase the Aggregate Commitment beyond $100,000,000.
6. Permit the Borrowers to assign their rights under this Agreement.
7. Amend Sections 2.13, 8.1, 8.2 or 11.2.
8. Preservation of Rights.
9. Insolvency of Borrower.

In the event of the insolvency of any Borrower, the Lenders shall have no obligation to make further disbursements of the Facility, and the outstanding principal balance of the Facility, including accrued and unpaid interest thereon, shall be immediately due and payable.



1. Survival of Representations.
2. Governmental Regulation.
3. Taxes.
4. Headings.
5. Entire Agreement.
6. Several Obligations; Benefits of this Agreement.
7. Expenses; Indemnification.
8. Numbers of Documents.
9. Accounting.
10. Severability of Provisions.
11. Nonliability of Lenders.
12. CHOICE OF LAW.
13. CONSENT TO JURISDICTION.
14. WAIVER OF JURY TRIAL.

THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



1. Appointment.
2. Powers.
3. General Immunity.
4. No Responsibility for Loans, Recitals, etc.
5. Action on Instructions of Lenders.
6. Employment of Agents and Counsel.
7. Reliance on Documents; Counsel.
8. Administrative Agent's Reimbursement and Indemnification.
9. Rights as a Lender.
10. Lender Credit Decision.
11. Successor Administrative Agent.
12. Notice of Defaults.
13. Requests for Approval.
14. Defaulting Lenders.

At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender's right to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be changed without its consent.  If a Defaulting Lender has failed to fund its pro rata share of any Advance and until such time as such Defaulting Lender subsequently funds its pro rata share of such Advance, all Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its pro rata share (such principal, interest and fees being referred to as "Senior Loans" for the purposes of this section).  All amounts paid by the Borrowers and otherwise due to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Administrative Agent to the other Lenders in accordance with their respective pro rata shares (recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full.  After the Senior Loans have been paid in full equitable adjustments will be made in connection with future payments by the Borrowers to the extent a portion of the Senior Loans had been repaid with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 10.14.  This provision governs only the relationship among the Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrowers to repay all Loans in accordance with the terms of this Agreement.  The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of the Borrowers as to its desired application of payments or (iii) the suspension of such Defaulting Lender's right to vote on matters which are subject to the consent or approval of the Required Lenders or all Lenders.



1. Setoff.
2. Ratable Payments.

If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans (other than payments received pursuant to Sections 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans.  If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans.  In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.



1. Successors and Assigns.
2. Participations.
3. Permitted Participants; Effect.  Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks, financial institutions, pension funds, or any other funds or entities ("Participants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents.  In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrowers under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents.
4. Voting Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such Participant has an interest which would require consent of all the Lenders pursuant to the terms of Section 8.2 or of any other Loan Document.
5. Benefit of Setoff.  The Borrowers agree that each Participant which has previously advised the Borrowers in writing of its purchase of a participation in a Lender's interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents.  Each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant, provided that such Lender and Participant may not each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrowers twice.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.
6. Assignments.
7. Permitted Assignments.  Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender's affiliates or with the prior approval of the Borrowers, which shall not be unreasonably withheld or delayed, to one or more banks, financial institutions or pension funds, or any other entity ("Purchasers") all or any portion (greater than or equal to $5,000,000 for each assignee, so long as the hold position of the assigning Lender is not less than $5,000,000) of its rights and obligations under the Loan Documents.  Notwithstanding the foregoing, no approval of the Borrowers shall be required for any such assignment if a Default has occurred and is then continuing.  Such assignment shall be substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the parties thereto.  The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof.  Such consent shall not be unreasonably withheld.
8. Effect; Effective Date.  Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "I" to Exhibit D hereto (a "Notice of Assignment"), together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment.  The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA.  On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.
9. Dissemination of Information.
10. Tax Treatment.

If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5.



1. Giving Notice.
2. Change of Address.

The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.



This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telex or telephone, that it has taken such action.



(Remainder of page intentionally left blank.)

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.



INLAND RETAIL REAL ESTATE TRUST, INC.





By:/s/ Barry L. Lazarus

Print Name:  Barry L. Lazarus

Title:  President



2901 Butterfield Road

Oak Brook, Illinois  60523

Phone:  630-218-8000

Facsimile:  630-218-4935

Attention:  G. Joseph Cosenza



with a copy to:



Barry L. Lazarus

200 Waymont Court

Suite 126

Lake Mary, Florida  32746

Phone:  407-688-6540

Facsimile:  407-688-6543









INLAND RETAIL REAL ESTATE

LIMITED PARTNERSHIP



By:	Inland Retail Real Estate Trust, Inc., its general partner





By:/s/ Barry L. Lazarus

Print Name:  Barry L. Lazarus

Title:  President



2901 Butterfield Road

Oak Brook, Illinois  60523

Phone:  630-218-8000

Facsimile:  630-218-4935

Attention:  G. Joseph Cosenza



with a copy to:



Barry L. Lazarus

200 Waymont Court

Suite 126

Lake Mary, Florida  32746

Phone:  407-688-6540

Facsimile:  407-688-6543



COMMITMENTS:	KEYBANK NATIONAL ASSOCIATION,

$100,000,000		Individually and as Administrative Agent





By:  ____________________________________

Print Name:  Michele S. Jawyn

Title:  Vice President



127 Public Square

8th Floor

Cleveland, Ohio 44114

Phone:  216-689-0980

Facsimile:  216-689-3566

Attention:  Commercial Real Estate Department



SCHEDULE 1



SUBSIDIARIES



Inland Retail Real Estate Trust, Inc.

Subsidiaries Schedule as of 03/21/03 (revised)





|Name of Property                 | Name of Owning Entity                                      | Name of Sole Member/Partner                                                                 | Comments                                    
|-------------------------------- | ---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------
|                                 |                                                            |                                                                                             |                                             
|Acworth Avenue                   | Inland Southeast Acworth, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Aberdeen Square                  | Inland Southeast Aberdeen, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Abernathy Square                 | Inland Southeast Abernathy, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Anderson Central                 | Inland Southeast Anderson, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Bardmoor                         | Inland Southeast Bardmoor, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Bartow                           |                                                            | Inland Southeast Bartow, L.L.C.                                                             | IRRELP, sole member                         
|Bass Pro Shop                    | Inland Southeast Dania, L.L.C.                             | IRRELP, sole member                                                                         |                                             
|Boynton Commons                  | Boynton Beach Development,
Associates, general partnership | Inland Boynton Acquisitions LLC (gen. partner)
Inland Boynton Investment LLC (gen. partner) | IRRELP is sole member

IRRELP is sole member
|Brandon Boulevard                | Inland Southeast Brandon, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Bridgewater                      | Inland Southeast Bridgewater, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Concord Crossing                 | Inland Southeast Con Crossing, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Camp Hill Center                 | (see Michaels Center)                                      |                                                                                             |                                             
|Capital Crossing S.C.            | Inland Southeast Capital Crossing, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Capital Crossing-Lowe's Food     | Inland Southeast Pinehurst, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Casselberry                      | Inland Southeast Casselberry, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Chalet Suzanne                   | Inland Southeast Chalet Suzanne, L.L.C.                    | IRRELP, sole member                                                                         |                                             
|Chatham Crossing                 | Inland Southeast Siler L.L.C.                              | IRRELP, sole member                                                                         |                                             
|Chesterfield Crossing            | Inland Southeast Chesterfield, L.L.C.                      |                                                                                             | IRRELP, sole member                         
|Chickasaw                        | Inland Southeast Chickasaw, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Circuit City S.C.                | Inland Southeast Colonial, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Circuit City- Cary               | Inland Southeast Cary, L.L.C.                              | IRRELP, sole member                                                                         |                                             
|Circuit City-Rome                | Inland Southeast Rome, L.L.C.                              | IRRELP, sole member                                                                         |                                             
|Circuit City-Vero                | Inland Southeast Vero Beach, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Citrus Hills                     | Inland Southeast Citrus Hills, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|City Crossing                    | Inland Southeast City Crossing, L.L.C.                     | IRRELP, sole member                                                                         |                                             
|Clayton Corners                  | Inland Southeast Clayton, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Columbia Promenade               | Inland Southeast Columbia, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Columbiana Station II            | Inland Southeast Columbiana, L.L.C.                        |                                                                                             | IRRELP, sole member                         
|Commonwealth II                  | Inland Southeast Commonwealth II, L.L.C.                   | IRRELP, sole member                                                                         |                                             
|Comp USA (Jefferson Plz)         | Inland Southeast Newport News, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Conway Plaza                     | Inland Southeast Conway, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Countryside                      | Inland Southeast Countryside LP                            | IRRELP, limited partner                                                                     |                                             
|                                 |                                                            | Inland Countryside G.P., L.L.C.                                                             | IRRELP is sole member                       
|Cox Creek                        | Inland Southeast Cox Creek, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Creekwood Crossing               | Inland Southeast Creekwood, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Crystal Springs S.C.             | Inland Southeast Crystal Springs, L.L.C.                   | IRRELP, sole member                                                                         |                                             
|Douglasville Pavilion            | Inland Southeast Douglasville, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Downtown Short Pump              | Inland Southeast Short Pump, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Duvall Village S.C.              | Manekin Duvall, LLP                                        | Inland Southeast Duvall, L.L.C. (ltd partner)                                               | IRRELP, general partner                     
|Eckerds-6th & Parade             | Inland Southeast 6th Street, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Eckerds-12th Street              | Inland Southeast 12th Street, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Eckerds-26th&Parade              | Inland Southeast East 26th Street, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Eckerds-26th&Sterrettainia       | Inland Southeast West 26th Street,L.L.C.                   | IRRELP, sole member                                                                         |                                             
|Eckerds- Blackstock              | Inland Southeast Spartanburg Blackstock, L.L.C.            | IRRELP, sole member                                                                         |                                             
|Eckerds-Broadway&Bailey          | Inland Southeast Broadway Street, L.L.C.                   | IRRELP, sole member                                                                         |                                             
|Eckerds-Central&Millard          | Inland Southeast Central Avenue, L.L.C.                    | IRRELP, sole member                                                                         |                                             
|Eckerds- Concord                 | Inland Southeast Concord, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Eckerds- Eastway                 | Inland Southeast Buffalo Road, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Eckerds- Gaffney                 | Inland Southeast Gaffney, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Eckerds-Genessee                 | Inland Southeast Genessee Street, L.L.C.                   | IRRELP, sole member                                                                         |                                             
|Eckerds- Greenville              | Inland Southeast Greenville Augusta, L.L.C.                | IRRELP, sole member                                                                         |                                             
|Eckerds-Millersport              | Inland Southeast Millersport Highway,L.L.C.                | IRRELP, sole member                                                                         |                                             
|Eckerds-Monroeville & Jameson    | Inland Southeast Monroeville Boulevard, L.L.C.             | IRRELP, sole member                                                                         |                                             
|Eckerds- Old Freeport & Pillow   | Inland Southeast Pittsburgh Street, L.L.C.                 | IRRELP, sole member                                                                         |                                             
|Eckerds-Peach St                 | Inland Southeast Peach Street, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Eckerds-Perry Creek              | Inland Southeast Raleigh, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Eckerds- Piedmont                | Inland Southeast Piedmont, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 22 & Center           | Inland Southeast Penn Highway, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 22 & Cove             | Inland Southeast Cove Road, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 51 & 88               | Inland Southeast Saw Mill Run Boulevard, L.L.C.            | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 119 & York            | Inland Southeast Memorial Boulevard, L.L.C.                | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 130 & Pleasant Valley | Inland Southeast Route 130, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Eckerds-Rt 286                   | Inland Southeast Golden Mile Highway, L.L.C.               | IRRELP, sole member                                                                         |                                             
|Eckerds- Spartanburg             | Inland Southeast Spartanburg Pine, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Eckerds- Tega Cay                | Inland Southeast Tega Cay, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Eckerds-Washington & Jefferson   | Inland Southeast Jefferson Street, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Eckerds-Woodruff                 | Inland Southeast Woodruff, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Eisenhower Crossing              | Inland Southeast Eisenhower, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Fayetteville Pavilion            | Inland Southeast Fayetteville, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Forestdale Plaza                 | Inland Southeast Forestdale, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Forest Hills Centre              | Inland Southeast Forest Hills, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Fountains (The Fountains)        | Inland Southeast Fountains, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Gateway Market                   | Inland Southeast Gateway, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Gateway Plaza S.C.               | Inland Southeast Jacksonville,L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Gateway Plaza II                 | Inland Southeast Gate-Con, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Golden Gate S.C.                 | Inland Southeast Golden Gate, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Goldenrod Groves                 | Inland Southeast Goldenrod, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Harundale Plaza                  | Manekin Harundale, LLP                                     | Inland Southeast Harundale, L.L.C. (ltd partner)                                            | IRRELP, general partner                     
|Hairston Crossing                | Inland Southeast Hairston, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Hillsboro Square                 | Inland Southeast Hillsboro, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Jefferson Plaza                  | (see Comp USA)                                             |                                                                                             |                                             
|JoAnn's Fabrics                  | Inland Southeast Alpharetta, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Jones Bridge S.C.                | Inland Southeast Jones Bridge, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Just For Feet-Daytona            | Inland Southeast JFF, L.L.C.                               | IRRELP, sole member                                                                         |                                             
|Just For Feet-Augusta            | Inland Southeast JFF Augusta, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Just For Feet-Covington          | Inland Southeast JFF Covington, L.L.C.                     | IRRELP, sole member                                                                         |                                             
|KMart                            | Inland Southeast Macon, L.L.C.                             | IRRELP, sole member                                                                         |                                             
|Lake Olympia                     | Inland Southeast Lake Olympia LP                           | IRRELP, limited partner
Inland Lake Olympia G.P., L.L.C.                                    | IRRELP is sole member                       
|Lakeview Plaza                   | Inland Southeast Lakeview, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Lake Walden                      | Inland Southeast Lake Walden LP                            | IRRELP, limited partner
Inland Lake Walden G.P., L.L.C.                                     | IRRELP is sole member                       
|Lakewood Ranch                   | Inland Southeast Lakewood, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Lakewood Ranch Outlots           | Inland Southeast Lakewood Outlots, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Loggerhead Jct.                  | Inland Southeast Holmes Beach, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Lowe's Food Store (G/L)          | Inland Southeast Pinehurst, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Lowes (Home Imprvmt)             | Inland Southeast Warner Robbins, L.L.C.                    | IRRELP, sole member                                                                         |                                             
|Market Place at Mill Creek       | Inland Southeast Mill Creek, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Market Square                    |                                                            | Inland Southeast Market Square, L.L.C.                                                      | IRRELP, sole member                         
|McFarland Plaza                  | Inland Southeast McFarland, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Meadowmont Village               | Inland Southeast Meadowmont, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Melbourne                        | Inland Southeast Melbourne, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Merchants Square                 | Inland Southeast Merchants Square LP                       | IRRELP, limited partner
Inland Merchants Square G.P., L.L.C.                                | IRRELP is sole member                       
|Michaels Center                  | Inland Southeast Camp Hill PA, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Midway Plaza                     |                                                            | Inland Southeast Midway Plaza, L.L.C.                                                       | IRRELP, sole member                         
|Monroe                           | Inland Southeast Monroe, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Newnan Pavilion                  | Inland Southeast Newnan, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|North Aiken Bi-Lo                | Inland Southeast Aiken, L.L.C.                             | IRRELP, sole member                                                                         |                                             
|Northpoint Mkt.Place             | Inland Southeast Northpoint, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Oakley Plaza                     | Inland Southeast Oakley, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Oleander S.C.                    | Inland Southeast Oleander, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Overlook at King of Prussia      | Inland Southeast Overlook, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Paraiso Plaza                    | Inland Southeast Paraiso, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|PetsMart #639                    | Inland Southeast Chattanooga, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|PetsMart #311                    | Inland Southeast Daytona Beach, L.L.C.                     | IRRELP, sole member                                                                         |                                             
|PetsMart #444                    | Inland Southeast Fredericksburg, L.L.C.                    | IRRELP, sole member                                                                         |                                             
|Plant City                       | Inland Southeast Plant City, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Pleasant Hill                    | Inland Southeast Pleasant Hill, L.L.C.                     | IRRELP, sole member                                                                         |                                             
|Presidential Commons             | Inland Southeast Snellville, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Rainbow Foods-Rowlett            | Inland Southeast Rowlett, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Rainbow Foods-Garland            | Inland Southeast Garland, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|River Ridge                      | Inland Southeast River Ridge, L.L.C.                       |                                                                                             | IRRELP, sole member                         
|Riverstone Plaza                 | Inland Southeast Riverstone, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Rosedale Center                  | Inland Southeast Rosedale, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Sand Lake                        | Inland Southeast Sand Lake, LLC                            | IRRELP, sole member                                                                         |                                             
|Sarasota Pavilion                | Inland Southeast Sarasota, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Sexton Commons                   | Inland Southeast Sexton, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Sharon Greens                    | Inland Southeast Forsyth, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Sharon Green Outlot              | Inland Southeast Forsyth Outlot, L.L.C.                    | IRRELP, sole member                                                                         |                                             
|Sheridan Square                  | Inland Southeast Sheridan, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Shops at Citiside                | Inland Southeast Citiside, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Shoppes at Golden Acres          | Inland Southeast Golden Acres, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Shoppes at Lake Mary             | Inland Southeast Lake Mary, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Shoppes at New Tampa             | Inland Southeast New Tampa, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Shops on the Circle              | Inland Southeast Dothan, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Skyview                          | Inland Southeast Chickasaw, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Southlake Pavilion III           | Inland Southeast Southlake Phase 3, L.L.C.                 | IRRELP, sole member                                                                         |                                             
|Southlake PavilionIV&V           | Inland Southeast Morrow, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Southlake S. C.                  | Inland Southeast Southlake, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Southwood Plantation             | Inland Southeast Southwood, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Springfield Park                 | Inland Southeast Springfield, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Steeplechase                     | Inland Southeast Steeplechase, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Stonebridge Square               | Inland Southeast Stonebridge, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Stonecrest Marketplace           | Inland Southeast Stonecrest, L.L.C.                        | IRRELP, sole member                                                                         |                                             
|Suwanee Crossroads               | Inland Southeast Suwanee, L.L.C.                           | IRRELP, sole member                                                                         |                                             
|Sycamore Commons                 | Inland Southeast Sycamore Commons, L.L.C.                  | IRRELP, sole member                                                                         |                                             
|Target Center                    | Inland Southeast Richland, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Tequesta Shoppes                 | Inland Southeast Tequesta, L.L.C.                          | IRRELP, sole member                                                                         |                                             
|Town Center                      | Inland Southeast Town Center LP                            | IRRELP, limited partner
Inland Town Center G.P., L.L.C.                                     | IRRELP is sole member                       
|Turkey Creek Pavilion            | Inland Southeast Knoxville, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Universal Plaza                  | Inland Southeast Universal, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Valley Park Commons              | Inland Southeast Valley Park, L.L.C.                       | IRRELP, sole member                                                                         |                                             
|Venture Point                    | Inland Southeast Duluth, L.L.C.                            | IRRELP, sole member                                                                         |                                             
|Village Center                   | Inland Southeast Mt. Pleasant, L.L.C.                      | IRRELP, sole member                                                                         |                                             
|Village Square at Golf           | Inland Southeast Golf, L.L.C.                              | IRRELP, sole member                                                                         |                                             
|Wakefield Crossing               | Inland Southeast Wakefield, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Walk at Highwood I               | Inland Southeast Highwoods, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Wards Crossing                   | Inland Southeast Lynchburg, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|West Oaks                        | Inland Southeast West Oaks, L.L.C.                         | IRRELP, sole member                                                                         |                                             
|Windsor Court                    |                                                            | Inland Southeast Windsor, L.L.C.                                                            | IRRELP, sole member                         
|Woodstock Square                 | Inland Southeast Woodstock, L.L.C.                         | IRRELP, sole member                                                                         |