ex10-1.htm


    Exhibit
      10.1

     

    EXECUTION
      COPY


     

    
 

     

    AMENDED
      AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    OF

     

    NET
      LEASE STRATEGIC ASSETS FUND L.P.

     

    Dated
      as of November 5, 2007

     

    


     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    TABLE
      OF
      CONTENTS      

                


      
        	 	 	Page 
	 	 	 
	 	 	 
	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                1

              


      

      
        	 	
                Section
                  1.1

              	
                Definitions

              	
                1

              


      

      
        	
                ARTICLE
                  II

              	
                FORMATION,
                  DURATION AND PURPOSES; PURCHASE OF INITIAL PROPERTIES

              	
                16

              


      

      
        	 	
                Section
                  2.1

              	
                Formation

              	
                16

              
	 	
                Section
                  2.2

              	
                Name;
                  Registered Agent and Registered Office

              	
                16

              
	 	
                Section
                  2.3

              	
                Principal
                  Office

              	
                16

              
	 	
                Section
                  2.4

              	
                Purposes
                  and Business

              	
                16

              
	 	
                Section
                  2.5

              	
                Term

              	
                17

              
	 	
                Section
                  2.6

              	
                Other
                  Qualifications

              	
                17

              
	 	
                Section
                  2.7

              	
                Limitation
                  on the Rights of Partners

              	
                17

              
	 	
                Section
                  2.8

              	
                Purchase
                  of Qualified Sale Assets

              	
                17

              
	 	
                Section
                  2.9

              	
                Remuneration
                  To Partners

              	
                17

              


      

      
        	
                ARTICLE
                  III

              	
                MANAGEMENT
                  RIGHTS, DUTIES, AND POWERS  OF THE GENERAL PARTNER; TRANSACTIONS
                  INVOLVING PARTNERS

              	
                18

              


      

      
        	 	
                Section
                  3.1

              	
                Management

              	
                18

              
	 	
                Section
                  3.2

              	
                Actions
                  of the General Partner

              	
                19

              
	 	
                Section
                  3.3

              	
                Authority
                  of the General Partner

              	
                20

              
	 	
                Section
                  3.4

              	
                Major
                  Decisions

              	
                21

              
	 	
                Section
                  3.5

              	
                Preliminary
                  and Annual Plans

              	
                24

              
	 	
                Section
                  3.6

              	
                Qualified
                  Asset Acquisitions

              	
                26

              
	 	
                Section
                  3.7

              	
                Sale
                  of Qualified Assets

              	
                29

              
	 	
                Section
                  3.8

              	
                Partnership
                  Indebtedness

              	
                29

              
	 	
                Section
                  3.9

              	
                Business
                  Opportunity

              	
                31

              
	 	
                Section
                  3.10

              	
                Payments
                  to the Asset Manager of the General Partner

              	
                33

              
	 	
                Section
                  3.11

              	
                Exculpation

              	
                34

              
	 	
                Section
                  3.12

              	
                Indemnification

              	
                34

              


      

      
        	
                ARTICLE
                  IV

              	
                BOOKS
                  AND RECORDS; REPORTS TO PARTNERS

              	
                35

              


      

      
        	 	
                Section
                  4.1

              	
                Books

              	
                35

              
	 	
                Section
                  4.2

              	
                Monthly
                  and Quarterly Reports

              	
                36

              


      

      


      


      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF
        CONTENTS
(continued)

                


      
         

      

      
        	 	 	 	Page 
	 	 	 	 
	 	 	 	 
	 	
                Section
                  4.3

              	
                Annual
                  Reports

              	
                36

              
	 	
                Section
                  4.4

              	
                Accountants;
                  Tax Returns

              	
                37

              
	 	
                Section
                  4.5

              	
                Accounting
                  and Fiscal Year

              	
                37

              
	 	
                Section
                  4.6

              	
                Partnership
                  Funds

              	
                37

              
	 	
                Section
                  4.7

              	
                Insurance

              	
                37

              


      

      
        	
                ARTICLE
                  V

              	
                CONTRIBUTIONS

              	
                38

              


      

      
        	 	
                Section
                  5.1

              	
                Capital
                  Contributions

              	
                38

              
	 	
                Section
                  5.2

              	
                Preferred
                  Equity Capital Contribution

              	
                40

              
	 	
                Section
                  5.3

              	
                Return
                  of Capital Contribution

              	
                40

              
	 	
                Section
                  5.4

              	
                Liability
                  of the Limited Partners

              	
                40

              
	 	
                Section
                  5.5

              	
                No
                  Third Party Beneficiaries

              	
                41

              


      

      
        	
                ARTICLE
                  VI

              	
                MAINTENANCE
                  OF CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES FOR BOOK
                  AND TAX
                  PURPOSES

              	
                41

              


      

      
        	 	
                Section
                  6.1

              	
                Capital
                  Accounts

              	
                41

              
	 	
                Section
                  6.2

              	
                Profits
                  and Losses

              	
                42

              
	 	
                Section
                  6.3

              	
                Regulatory
                  Allocations

              	
                43

              
	 	
                Section
                  6.4

              	
                Allocation
                  of Tax Items for Tax Purposes

              	
                44

              
	 	
                Section
                  6.5

              	
                Tax
                  Matters Partner

              	
                45

              
	 	
                Section
                  6.6

              	
                Adjustments

              	
                46

              


      

      
        	
                ARTICLE
                  VII

              	
                DISTRIBUTIONS

              	
                46

              


      

      
        	 	
                Section
                  7.1

              	
                Cash
                  Available for Distributions

              	
                46

              


      

      
        	
                ARTICLE
                  VIII

              	
                TRANSFER;
                  REMOVAL OF GENERAL PARTNER

              	
                48

              


      

      
        	 	
                Section
                  8.1

              	
                Prohibition
                  on Transfers and Withdrawals by Partners

              	
                48

              
	 	
                Section
                  8.2

              	
                Removal
                  of LMLP GP as General Partner

              	
                49

              


      

      
        	
                ARTICLE
                  IX

              	
                TERMINATION

              	
                49

              


      

      
        	 	
                Section
                  9.1

              	
                Dissolution

              	
                49

              
	 	
                Section
                  9.2

              	
                Termination

              	
                50

              
	 	
                Section
                  9.3

              	
                Certificate
                  of Cancellation

              	
                51

              
	 	
                Section
                  9.4

              	
                Acts
                  in Furtherance of Liquidation

              	
                51

              


      

      
        	
                ARTICLE
                  X

              	
                REPRESENTATIONS
                  OF THE PARTNERS

              	
                51

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

        
           

          TABLE
            OF
            CONTENTS
(continued)

           

        

      

      
        	 	 	 	Page 
	 	 	 	 
	 	 	 	 
	 	
                Section
                  10.1

              	
                Representations
                  of Inland

              	
                51

              
	 	
                Section
                  10.2

              	
                Representations
                  of the LMLP Partners

              	
                53

              


      

      
        	
                ARTICLE
                  XI

              	
                SPECIAL
                  PARTNER RIGHTS AND OBLIGATIONS

              	
                54

              


      

      
        	 	
                Section
                  11.1

              	
                Right
                  of First Offer

              	
                54

              
	 	
                Section
                  11.2

              	
                Buy/Sell

              	
                55

              
	 	
                Section
                  11.3

              	
                Provisions
                  Applicable to Right of First Offer and Buy/Sell

              	
                57

              


      

      
        	
                ARTICLE
                  XII

              	
                GENERAL
                  PROVISIONS

              	
                58

              


      

      
        	 	
                Section
                  12.1

              	
                Notices

              	
                58

              
	 	
                Section
                  12.2

              	
                Governing
                  Laws

              	
                60

              
	 	
                Section
                  12.3

              	
                Entire
                  Agreement

              	
                60

              
	 	
                Section
                  12.4

              	
                Waiver

              	
                60

              
	 	
                Section
                  12.5

              	
                Validity

              	
                60

              
	 	
                Section
                  12.6

              	
                Terminology;
                  Captions

              	
                60

              
	 	
                Section
                  12.7

              	
                Remedies
                  Not Exclusive

              	
                60

              
	 	
                Section
                  12.8

              	
                Action
                  by the Partners

              	
                61

              
	 	
                Section
                  12.9

              	
                Further
                  Assurances

              	
                61

              
	 	
                Section
                  12.10

              	
                Liability
                  of the Limited Partners

              	
                61

              
	 	
                Section
                  12.11

              	
                Binding
                  Effect

              	
                61

              
	 	
                Section
                  12.12

              	
                Amendments

              	
                61

              
	 	
                Section
                  12.13

              	
                Counterparts

              	
                61

              
	 	
                Section
                  12.14

              	
                Waiver
                  of Partition

              	
                61

              
	 	
                Section
                  12.15

              	
                No
                  Third Party Beneficiaries

              	
                61

              
	 	
                Section
                  12.16

              	
                Expenses

              	
                62

              
	 	
                Section
                  12.17

              	
                Jurisdiction;
                  Venue

              	
                62

              
	 	
                Section
                  12.18

              	
                Jury
                  Waiver

              	
                62

              
	 	
                Section
                  12.19

              	
                REIT
                  Provisions

              	
                62

              


      

      


      
        
          
            
            

            
            

          

          
            -iii-

            
              

            

          

          
            
            

                

          

        

      

      
         

        TABLE
          OF
          CONTENTS
(continued)

         

      

      
        	 	
                 Page

              
	 	 
	 	 
	
                SCHEDULE
                  1

              	
                CAPITAL
                  COMMITMENT OF PARTNERS/INITIAL CAPITAL CONTRIBUTIONS/PERCENTAGE
                  INTERESTS/PREFERRED EQUITY CAPITAL CONTRIBUTION/QUALIFIED CONTRIBUTED
                  ASSETS

              
	
                SCHEDULE
                  2

              	
                ACQUISITION
                  PARAMETERS

              
	
                SCHEDULE
                  2.8

              	
                QUALIFIED
                  SALE ASSETS

              
	
                SCHEDULE
                  3.5

              	
                FORM
                  OF ANNUAL PLAN

              
	
                SCHEDULE
                  3.8

              	
                CROSS-DEFAULT
                  PROVISIONS

              
	
                SCHEDULE
                  3.9

              	
                LMLP
                  EXISTING JOINT VENTURE EXCLUSIVITY TERMS

              
	
                SCHEDULE
                  4.7

              	
                INSURANCE
                  REQUIREMENTS

              
	 	 
	
                EXHIBIT
                  A

              	
                FORM
                  OF ANNUAL BUDGET

              
	
                EXHIBIT
                  B

              	
                FORM
                  OF CONTRIBUTION AGREEMENT

              
	
                EXHIBIT
                  C

              	
                FORM
                  OF MANAGEMENT AGREEMENT

              
	
                EXHIBIT
                  D

              	
                FORM
                  OF PURCHASE AGREEMENT

              
	
                EXHIBIT
                  E

              	
                FORM
                  OF SP SUBSIDIARY PARTNERSHIP AGREEMENT

              
	
                EXHIBIT
                  F

              	
                FORM
                  OF SP SUBSIDIARY LIMITED LIABILITY COMPANY
                  AGREEMENT

              


      

      


      


      
        
          
            
            

            
            

          

          
            -iv-

            
              

            

          

          
            
            

          

        

      

      


      AMENDED
        AND RESTATED

      LIMITED
        PARTNERSHIP AGREEMENT

      OF

      NET
        LEASE STRATEGIC ASSETS FUND L.P.

       

      THIS
        AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may be
        amended, modified, supplemented or restated from time to time, this
“Agreement”) of NET LEASE STRATEGIC ASSETS FUND
        L.P. (the “Partnership”), made and entered into as of
        November 5, 2007 by and among The Lexington Master Limited
        Partnership, a Delaware limited partnership
        (“LMLP”), as a limited partner of the Partnership,
LMLP GP LLC, a Delaware limited liability
        company
        (“LMLP GP”), as a general partner of the Partnership, and
Inland American (Net Lease) Sub, LLC, a Delaware limited
        liability company (“Inland”), as a limited partner of the
        Partnership, amends and restates in its entirety the Limited Partnership
        Agreement, made and entered into as of August 10, 2007 (the “Original
        Agreement”), by and among LMLP, LMLP GP and Inland.

       

      LMLP
        and
        Inland are sometimes individually referred to herein as a “Limited
        Partner” and collectively referred to herein as the “Limited
        Partners”.  The Limited Partners and the General Partner are
        sometimes individually referred to herein as a “Partner” and
        collectively referred to herein as the
“Partners”.  LMLP and LMLP GP are sometimes
        individually referred to herein as a “LMLP Partner” and
        collectively referred to herein as the “LMLP
        Partners”.

       

      In
        consideration of the covenants and agreements set forth herein, the Partners
        hereby amend and restate the Original Agreement in its entirety and agree
        as
        follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.1    
 Definitions.  For
        the purposes of this Agreement, initially capitalized terms used herein shall
        have the following meanings:

       

      “Acquisition
        Activities” is defined in Section 3.6(f)
        hereof.

       

      “Acquisition
        Costs” is defined in Section 3.6(f)
        hereof.

       

      “Acquisition
        Fee” is defined in Section 3.6(g) hereof.

       

      “Acquisition
        Memorandum” shall mean a memorandum with respect to any Proposed
        Qualified Asset as provided in Section 3.6(b) hereof.

       

      “Acquisition
        Parameters” shall mean the guidelines and requirements for any
        Proposed Qualified Asset that are set forth on Schedule 2
        hereto.

       

      “Acquisition
        Period” shall mean the period commencing on August 10, 2007 and
        ending the earliest of (a) the second anniversary of August 10, 2007 and
        (b) a
        Removal Event;

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      provided
        that, if the Acquisition Period has not ended because of a Removal Event,
        the
        Acquisition Period may, pursuant to Section 3.4 hereof, be extended for a
        period of six months.

       

      “Act”
        is defined in Section 2.1 hereof.

       

      “Additional
        Capital Contribution” is defined in Section 5.1(b)
        hereof.

       

      “Adjusted
        Capital Account Deficit” shall mean the deficit balance, if any, in
        a Partner’s Capital Account at the end of any fiscal year, with the following
        adjustments:  (a) credit to such Capital Account any amount that
        such Partner is obligated or deemed obligated to restore under Regulations
        Section 1.704-1(b)(2)(ii)(c), as well as any additions thereto pursuant to
        the next to last sentences of Regulations Sections 1.704-2(g)(1) and
        1.704-2(i)(5), after taking into account thereunder any changes during such
        year
        in Partnership Minimum Gain and in the minimum gain attributable to any Partner
        Nonrecourse Debt; and (b) debit to such Capital Account the items described
        in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).  The
        foregoing definition of Adjusted Capital Account Deficit is intended to comply
        with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
        be interpreted in a manner consistent with such intent.

       

      “Affiliate”
        when used with respect to any particular Person, shall mean (a) any Person
        or group of Persons acting in concert that directly or indirectly through
        one or
        more intermediaries controls or is controlled by or is under common control
        with
        such particular Person, (b) any Person that is an officer, partner,
        manager, member or trustee of, or serves in a similar capacity with respect
        to,
        such particular Person or of which such particular Person is an officer,
        partner, manager, member or trustee or with respect to which such particular
        Person serves in a similar capacity, (c) any Person that, directly or
        indirectly, is the beneficial owner of 10% or more of any class of voting
        securities of, or otherwise has an equivalent beneficial interest in, such
        particular Person or of which such particular Person is directly or indirectly
        the owner of 10% or more of any class of voting securities or in which such
        particular Person has an equivalent beneficial interest or (d) any relative
        or spouse of such particular Person.  Notwithstanding the foregoing,
        (a) neither LMLP nor LMLP GP shall be deemed to be an Affiliate of Inland
        and
        (b) Inland shall not be deemed to be an Affiliate of the LMLP
        Partners.  The definition of “Affiliate” as used in this Agreement
        shall not be affected by the Regulations under Code Section 752 describing
        certain “related” parties.

       

      “Agreement”
        is defined in the Preamble hereto.  This Agreement shall be the
“partnership agreement” for the Partnership within the meaning of
        Section 17-101(12) of the Act.

       

      “Annual Budget”
        shall mean the annual budget for the Partnership and each Qualified Asset
        for
        any fiscal year, including without limitation a reasonable description of
        the
        amount, source and character of each item of gross income, expense and services
        to be rendered in the form attached hereto as Exhibit A, approved by
        the Executive Committee as provided in Section 3.5
        hereof.

       

      “Annual Plan”
        is defined in Section 3.5(a) hereof.

       

      “Approved Qualified Asset”
        is defined in Section 3.6(d) hereof.

      


      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

       

      “Asset Manager”
        shall mean (i) so long as LMLP GP is the General Partner, Lexington Realty
        Advisors, Inc. or another Affiliate of LMLP, or (ii) so long as LMLP GP is
        no
        longer the General Partner, such other entity, including an Affiliate of
        Inland,
        that may be appointed by the Executive Committee, in each case to provide
        asset
        management services to the Partnership on market terms if a third party manager
        is hired or pursuant to the terms of the Management Agreement if an Inland
        Affiliate.

       

      “Bankruptcy”
        of the Partnership or a Partner shall be deemed to have occurred upon the
        happening of any of the following:  (a) the filing of an
        application by the Partnership or such Partner for, or a consent to, the
        appointment of a trustee, receiver or liquidator of its assets; (b) the
        filing by the Partnership or such Partner of a voluntary petition or answer
        in
        bankruptcy or the filing of a pleading in any court of record admitting in
        writing its inability to pay its debts as such debts come due or seeking
        reorganization, arrangement, composition, readjustment, liquidation, dissolution
        or similar relief under any statute, law or regulation; (c) the making by
        the Partnership or such Partner of a general assignment for the benefit of
        creditors; (d) the filing by the Partnership or such Partner of an answer
        admitting the material allegations of, or its consenting to or defaulting
        in
        answering, a bankruptcy or insolvency petition filed against it in any
        bankruptcy or similar proceeding; (e) the entry by any court of competent
        jurisdiction of an order for relief in any bankruptcy or insolvency proceeding
        involving the Partnership or such Partner or of an order, judgment or decree
        adjudicating the Partnership or such Partner a bankrupt or insolvent or
        appointing a trustee, receiver or liquidator of its assets; or (f) the filing
        by
        a third party against the Partnership of such Partner of an involuntary petition
        under any bankruptcy or insolvency law, which petition is not dismissed within
        sixty (60) days from the date of such filing.

       

      “Book
        Basis” shall mean, with respect to any asset of the Partnership,
        the adjusted basis of such asset for federal income tax purposes; provided,
        however, that (a) if any asset is contributed to the Partnership, the initial
        Book Basis of such asset shall equal its fair market value on the date of
        contribution (as agreed to by the Partners), and (b) if the Capital Accounts
        of
        the Partners are adjusted pursuant to Treasury Regulations Section 1.704-1(b)
        to
        reflect the fair market value of any asset of the Partnership, the Book Basis
        of
        such asset shall be adjusted to equal its respective fair market value as
        of the
        time of such adjustment (as agreed to by the Partners), in accordance with
        such
        Treasury Regulations.  The Book Basis of all assets of the Partnership
        shall be adjusted thereafter by depreciation or amortization as provided
        in
        Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and any other adjustment
        to
        the basis of such assets other than depreciation or amortization.

       

      “Book Depreciation”
        shall mean all deductions attributable to the depreciation, amortization
        or
        other cost recovery, including additions, of any Qualified Asset or other
        asset
        (whether tangible or intangible) acquired by the Partnership that has a useful
        life in excess of one year, as such deductions are computed for federal income
        tax purposes; provided, that with respect to any Partnership asset the
        tax basis of which differs from the Book Value of such asset, Book Depreciation
        for any period shall equal (a) the sum total of all deductions taken during
        such period attributable to depreciation, amortization or other cost recovery
        deduction for federal income tax purposes with respect to such asset, multiplied
        by (b) the Book Value of such asset divided by the tax basis thereof;
providedfurther, that if the depreciation, amortization or other
        cost recovery deduction for federal income tax purposes with respect to any
        Partnership asset for 

      


      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      any
        period is zero ($0.00), Book Depreciation shall be determined by the Tax
        Matters
        Partner using any reasonable method selected by the Tax Matters Partner that
        is
        based on the Book Value of such asset.

       

      “Book Value”
        shall mean, with respect to any Partnership asset at any time, the adjusted
        basis of such asset for federal income tax purposes, except that (a) the
        initial Book Value of any asset contributed by a Partner to the Partnership
        shall be the Fair Market Value of such asset, and (b) the Book Value of all
        Partnership assets shall be adjusted to equal their Fair Market Values, as
        determined in good faith by the General Partner, upon the occurrence of certain
        events as described below.  In either case, the Book Value of
        Partnership assets shall thereafter be adjusted for Book Depreciation taken
        into
        account with respect to such asset.  Provided the Tax Matters Partner
        makes an election to do so as provided under Section 1.704-1(b)(2)(iv)(f)
        of the Regulations, the Book Value of Partnership assets shall be adjusted
        to
        equal their Fair Market Value, as determined in good faith by the General
        Partner, as of the following times to which the election
        relates:  (a) the admission of a new Partner to the Partnership
        or acquisition by an existing Partner of an additional interest in the
        Partnership, provided that the consideration contributed to the Partnership
        upon
        such admission or acquisition is more than a de minimis amount of money or
        assets; (b) the distribution by the Partnership to a Partner of more than a
        de minimis amount of money or other assets; and (c) the termination of the
        Partnership for federal income tax purposes pursuant to Code
        Section 708(b)(1)(B).

       

      The
        Book
        Value of all Partnership assets shall also be increased (or decreased) to
        the
        extent that adjustments to the adjusted basis of such assets pursuant to
        Code
        Section 734(b) or Code Section 743(b) have been taken into account for
        purposes of determining Capital Accounts in accordance with Regulation
        Section 1.704-1(b)(2)(iv)(m), unless such adjustments have already been
        accounted for pursuant to the preceding paragraph.  If the Book Value
        of an asset has been determined or adjusted pursuant hereto, such value shall
        thereafter be the basis for, and be adjusted by, the depreciation taken into
        account with respect to, such asset for purposes of computing Profits and
        Losses.  Moreover, notwithstanding the foregoing, the Book Value of
        any Partnership asset distributed to any Partner shall be the gross Fair
        Market
        Value of such asset on the date of distribution.

       

      “Business Day”
        shall mean any day other than a Saturday, Sunday or any day on which national
        banks in New York, New York are not open for business.

       

      “Buy/Sell
        Asset” is defined in Section 11.2(a)
        hereof.

       

      “Buy/Sell
        Notice” is defined in Section 11.2(a)
        hereof.

       

      “Buy/Sell
        Offer Price” is defined in Section 11.2(a)
        hereof.

       

      “Buy/Sell
        Offering Partner” is defined in Section 11.2(a)
        hereof.

       

      “Buy/Sell
        Responding Interest Price” is defined in
Section 11.2(c) hereof.

       

      “Buy/Sell
        Responding Partner” is defined in Section 11.2(a)
        hereof.

       

      “Buy/Sell
        Response Notice” is
        defined in Section 11.2(a) hereof.

       

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

      “Cap
        Ex/Lease Assumed Asset” shall mean the following Qualified Assumed
        Assets: (i) the property located at 940 Industrial Road, Marshall, Michigan;
        (ii) the property located at 10419 North 30th Street,
        Tampa,
        Florida; and (iii) the property located at 601 & 701 Experian Parkway,
        Allen, Texas.

       

      “Cap
        Ex/Lease Assumed Asset Amount” is defined in Section 5.1(a)
        hereof.

       

      “Capital Account”
        shall mean, with respect to any Partner, the separate “book” account which the
        Partnership shall establish and maintain for such Partner as provided in
        Section 6.1 hereof and in accordance with Section 704(b) of the
        Code and Regulations Section 1.704-1(b)(2)(iv) and such other provisions of
        Section 1.704-1(b) of the Regulations as must be complied with in order for
        the Capital Accounts to be determined in accordance with the provisions of
        said
        Regulations.  In furtherance of the foregoing, the Capital Accounts
        shall be maintained in compliance with Section 1.704-1(b)(2)(iv) of the
        Regulations, and the provisions hereof shall be interpreted and applied in
        a
        manner consistent therewith.

       

      “Capital Call”
        is defined in Section 5.1(b) hereof.

       

      “Capital
        Commitment” shall mean, with respect to each Partner, the amount
        set forth opposite its name on Schedule 1 hereto, as such Schedule
        may be amended or modified from time to time upon the Partners’ unanimous
        consent.  Any payment of the Acquisition Fees by Inland shall decrease
        Inland’s Capital Commitment, and, in such event, LMLP’s Capital Commitment shall
        be decreased by 17.65% of the amount Inland’s Capital Commitment is
        decreased. 

       

      “Capital
        Contribution” shall mean, (a) at formation of the Partnership, the
        Initial Capital Contributions set forth on Schedule 1 hereto, and (b) at
        any particular time thereafter and with respect to any Partner, an amount
        equal
        to the sum of (a) the total amount of cash and (b) the Fair Market
        Value of any asset (determined as of the date such asset is contributed by
        such
        Partner and net of any liabilities secured by such asset that the Partnership
        is
        considered to assume or take subject to under Section 752 of the Code, that
        has in each case been contributed to the Partnership by such Partner pursuant
        to
Section 5.1 hereof.

       

      “Change
        of Control” shall be deemed to occur upon (a) any Person (and its
        Affiliates) becoming the beneficial owner, directly or indirectly, of more
        than
        fifty percent (50%) of the outstanding partnership interests in LMLP (other
        than
        an LMLP Affiliated Party) and (b) the resignation or removal (including death
        or
        permanent disability) of at least two of the following individuals from the
        management of LMLP: Michael L. Ashner, E. Robert Roskind and T. Wilson
        Eglin.

       

      “Closing”
        is defined in Section 11.3(c) hereof.

       

      “Closing
        Date” is defined in Section 11.3(c)
        hereof.

       

      “Code”
        shall mean the Internal Revenue Code of 1986, as amended, or corresponding
        provisions of future laws.

       

      “Contributed
        Asset” is defined
        in the Contribution Agreement.

       

      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

       

      “Contribution
        Agreement” shall mean the Contribution Agreement, dated as of
        August 10, 2007, pursuant to which LMLP contributes the Qualified Contribution
        Assets to the Partnership pursuant to Section 5.1 hereof and a copy of
        which is attached as Exhibit B to this Agreement.

       

      “CPI”
        shall mean the Revised Consumer Price Index for All Urban Consumers published
        by
        the Bureau of Labor Statistics of the United States Department of Labor,
        U.S.  City Average, All Items, based on 2002 as 100.  If the
        CPI hereafter ceases to use the 2002 Base as 100, then the CPI with the new
        base
        shall be used.  If the Bureau of Labor Statistics ceases to publish
        the CPI, then the successor or most nearly comparable index shall be
        used.  In the event that the U.S.  Department of Labor,
        Bureau of Labor Statistics, changes the publication frequency of the CPI
        so that
        it is not available when required under the Agreement, then the CPI for the
        closest preceding month for which a CPI is available shall be used in place
        of
        the CPI no longer available.

       

      “Default
        Sale Period” is defined in Section 11.3(d)
        hereof.

       

      “Defaulting Partner”
        is defined in Section 11.3(b) hereof.

       

      “Deposit”
        is defined in Section 5.1(d) hereof.

       

      “Distributable Cash”
        shall mean the amounts distributed pursuant to Sections 7.1(a)(i) and
(ii) hereof.

       

      “Distribution
        Date” is defined in Section 7.1(a)(i) hereof.

       

      “Economic Interest”
        shall mean, with respect to any Percentage Interest, (a) all income,
        profits, cash flow, proceeds of sales and/or refinancing of the Qualified
        Assets, fees or payments of whatever nature and all distributions to which
        any
        Partner would be entitled, now or at any time hereafter, of whatsoever
        description or character; (b) all of any Partner’s present and future
        rights to and in its Capital Account, whether by way of liquidating
        distributions or otherwise, and all of such Partner’s right to receive or share
        in any surplus of the Partnership in the event of the dissolution of the
        Partnership; and (c) all damages, awards, money and considerations of any
        kind or character to which any Partner would be entitled, now or at any time
        hereafter, arising out of or derived from any proceeding by or against such
        Partner in any federal or state court, under any bankruptcy or insolvency
        law or
        under any law relating to assignments for the benefit of creditors,
        compositions, extensions or adjustments of indebtedness, or to any other
        relief
        of debtors, or otherwise in connection with its interest in the
        Partnership.

       

      “Economic Risk of Loss”
        shall have the meaning specified in Regulations
        Section 1.752-2.

       

      “Environmental Assessment”
        shall mean with respect to any Proposed Qualified Asset, a phase one
        environmental site assessment performed by a qualified environmental consultant
        selected by the General Partner in accordance with the then current ASTM
        Standard Practice for Environmental Site Assessments, E1527 and, if required
        by
        the General Partner, any 

       

      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


      additional
        Phase II sampling, investigation, monitoring or other activities performed
        by a
        qualified environmental consultant.

       

      “Environmental Law”
        shall mean every federal, state, county or other governmental law, statute,
        ordinance, rule, regulation, requirement, order (including any consent order),
        or other binding obligation, injunction, writ or decision relating to or
        addressing the environment or hazardous materials, including, but not limited
        to, those federal statutes commonly referred to as the Clean Air Act, Clean
        Water Act, Resource Conservation Recovery Act, Toxic Substances Control Act,
        Comprehensive Environmental Response, Compensation and Liability Act and
        the
        Endangered Species Act as well as all regulations promulgated thereunder
        and all
        state laws and regulations equivalent thereto, as each such statute, regulation
        or state law or regulation equivalent may be amended from time to
        time.

       

      “Equity
        Capital” shall mean the book equity of the Partnership, computed in
        accordance with GAAP and based on the monthly average over the fiscal year,
        adjusted to exclude the effect of any depreciation, unrealized gains, unrealized
        losses and other non-cash items.  For realized gains or losses, the
        amount of gain or loss shall be based on unadjusted book value.

       

      “Event
        of Default” shall mean with respect to or by any Partner (a) the
        declaration of Bankruptcy, (b) a failure to timely perform its obligations
        under
        this Agreement (or with respect to the LMLP Partners, the failure by an LMLP
        Affiliated Party to timely perform its obligations under the Contribution
        Agreement, the Purchase Agreement or the Management Agreement), including
        the
        failure of the General Partner to timely enforce any material term of the
        Management Agreement, or other material breach of this Agreement (or with
        respect to the LMLP Partners, any other material breach by an LMLP Affiliated
        Party of a material provision of the Contribution Agreement, the Purchase
        Agreement or the Management Agreement) and the continuation of such failure
        or
        other material breach beyond the applicable grace, notice or cure periods,
        if
        any, including, without limitation, the obligation to make any Additional
        Capital Contributions, (c) any attempted assignment, mortgage, pledge, transfer
        or other disposition, whether voluntary or involuntary, of its Percentage
        Interests (in whole or in part) not expressly permitted in this Agreement,
        (d)
        the dissolution, withdrawal or incapacity of such Partner, which prohibits
        such
        Partner’s ability to continue as a Partner of the Partnership, (e) the
        intentional misrepresentation by such Partner or any of its Affiliates of
        a
        material fact involving the Partnership to another Partner or an Affiliate
        thereof or to the Partnership, (f) the entry of a final judgment or decree
        of a court or governmental agency having proper jurisdiction, declaring such
        Partner guilty of a felony involving moral turpitude, fraud or wrongdoing
        in
        connection with any business activity, (g) the misapplication by such Partner
        or
        any of its Affiliates of any assets of the Partnership, or (h) fraud or material
        and willful misconduct by such Partner or any of its Affiliates involving
        the
        Partnership or in the performance of its obligations under this Agreement
        or the
        Management Agreement, Contribution Agreement or Purchase
        Agreement.  The matters set forth in clauses (b), (c), (e), (f), (g)
        and (h) above shall not constitute an Event of Default if such matter does
        not
        pertain to wrongdoing involving a criminal conviction and such matter is
        cured
        (including the payment of any damages) within thirty (30) days following
        receipt
        of notice of such failure from any other Partner, unless such matter by its
        very
        nature is incapable of being cured within such thirty (30) day period and
        the
        defaulting Partner has commenced and is diligently pursuing a cure, in which
        event such defaulting Partner shall have a commercially 

       

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


      reasonable
        period not to exceed ninety (90) days to effect such cure; provided that
        in the
        case of matters set forth in (f), (g) and (h), the cure shall include the
        removal of the employees or agents involved in such event from the active
        management of the Partnership.  So long as LMLP GP is the General
        Partner, a breach of Section 3.8(a) or Section 12.19 shall be
        considered an Event of Default by LMLP, unless such breach (i) has been cured
        within ninety (90) days of such breach and a similar breach of Section 3.8(a)
        has not occurred in the previous twelve (12) months in the case of Section
        3.8(a), (ii) was directly and proximately caused by an action approved by a
        Supermajority Vote of the Executive Committee or consented to by Inland and
        Inland had knowledge of the possibility of such breach.

       

      “Executive
        Committee” shall mean a committee of five (5) members, consisting
        of three (3) members appointed by LMLP and two (2) members appointed by
        Inland.  The initial members of the Executive Committee appointed by
        the LMLP Partners shall be Michael L. Ashner, T. Wilson Eglin and Brendan
        P.
        Mullinix.  The initial members of the Executive Committee appointed by
        Inland shall be Lori Foust and Thomas McGuinness.

       

      “Exclusivity
        Right” is defined in Section 3.9(a)(ii)
        hereof.

       

      “Existing
        Indebtedness” shall mean the existing indebtedness encumbering the
        Qualified Contribution Assets and the Qualified Sale Assets, the principal
        balances as of August 1, 2007 are respectively set forth on Schedules 1
        and 2.8 hereto.

       

      “Extraordinary Call”
        is defined in Section 5.1(c) hereof.

       

      “Extraordinary
        Call Cap” is defined in Section 5.1(c) hereof.

       

      “Extraordinary Capital Contribution”
        is defined in Section 5.1(c) hereof.

       

      “Extraordinary Funding”
        is defined in Section 5.1(c) hereof.

       

      “Fair Market Value”
        shall mean an amount (in cash) that a bona fide, willing buyer under no
        compulsion to buy and a bona fide, willing and unrelated seller under no
        compulsion to sell would pay and accept, respectively, for the purchase and
        sale
        of a Qualified Asset, taking into account any liens, restrictions and agreements
        then in effect and binding upon the Qualified Asset or any successor owner
        thereof and any options, rights of first refusal or offer or other rights
        or
        options that either burden the Qualified Asset or run to the benefit of the
        owner of the Qualified Asset; provided, however, that in determining the
        Fair Market Value of any Qualified Asset, none of the options, rights of
        first
        refusal or offer or other rights of the Partners hereunder shall be taken
        into
        consideration.

       

      “General
        Partner” shall mean the Person appointed general partner of the
        Partnership pursuant to the terms of this Agreement. The initial General
        Partner
        shall be LMLP GP.

       

      “Gross
        Revenues” is defined in Section 3.10(a)
        hereof.

       

      “Indemnified
        Party” is defined in Section 3.12(a)
        hereof.

       

      


      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

      


      “Initial
        Capital Contribution” shall mean, (a) with respect to Inland, the
        amount of cash and (b) with respect to each LMLP Partner, the amount of cash
        and/or the amount of the Contribution Value (as defined in the Contribution
        Agreement), in each case as pursuant to Section 5.1 hereof and made prior
        to March 1, 2008 and as set forth on Schedule 1 hereto, which shall be
        amended and restated to reflect each such contribution.

       

      “Initiating
        Partner” is defined in Section 11.3(f)
        hereof.

       

      “Inland”
        is defined in the Preamble hereto.

       

      “Inland
        Priority Return” is defined in Section 7.1(a)(i)(B)
        hereof.

       

      “Letter
        Agreement” shall mean that certain Letter Agreement, dated as of
        the date first set forth above, among Inland, LMLP and LMLP GP.

       

      “Limited
        Partner” is defined in the Preamble hereto.

       

      “Liquidating Events”
        is defined in Section 9.1 hereof.

       

      “Liquidation”
        shall mean (a) when used with respect to the Partnership, the date upon
        which the Partnership ceases to be a going concern, and (b) when used with
        respect to any Partner, the earlier of (i) the date upon which there is a
        Liquidation of the Partner and (ii) the date upon which such Partner’s
        entire interest in the Partnership is terminated other than by transfer,
        assignment or other disposition to a Person other than the
        Partnership.

       

      “Liquidator”
        shall mean any Person designated as such by a Supermajority Vote of the
        Executive Committee.

       

      “Losses”
        and“Profits” are defined in
Section 6.2(b) hereof.

       

      “LMLP”
        is defined in the Preamble hereto.

       

      “LMLP
        Affiliated Party” shall mean any LMLP Partner, the Asset Manager
        and/or any of their respective Affiliates (but shall in no event include
        the
        Partnership, any SP Subsidiary, Inland or any of its Affiliates).

       

      “LMLP
        GP” is defined in the Preamble hereto.

       

      “LMLP
        Partner” is defined in the Preamble hereto.

       

      “LMLP
        Priority Return” is defined in Section 7.1(a)(i)(C)
        hereof.

       

      “LMLP
        Sale Affiliates” shall mean the LMLP Affiliates set forth on
Schedule 2.8 hereto that are selling the Qualified Sale Assets to
        the
        Partnership pursuant to Section 2.8 hereof.

       

      “LXP”
        shall mean Lexington Realty Trust, a Maryland real estate investment trust,
        or
        its successors or assigns.

       

      


      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

      


      “Major Decision”
        is defined in Section 3.4 hereof.

       

      “Majority
        Vote” shall mean the written consent of three (3) of the five (5)
        members of the Executive Committee.

       

      “Management Agreement”
        shall mean the Management Agreement, dated as of August 10, 2007, between
        the
        Asset Manager and the Partnership, a copy of which is attached as Exhibit
        C hereto, and the agreement between any subsequent Asset Manager and the
        Partnership, which shall be substantially in the form as the Management
        Agreement attached hereto as Exhibit C, and which shall in all cases
        provide that the Management Agreement may be terminated by the Partnership
        at
        any time and the terms of which shall be monitored and enforced by the General
        Partner.

       

      “Management
        Fees” shall mean the Property Management Fee and
        the Partnership Management Fee.

       

      “Material Modification”
        shall mean a modification relating to the treatment of Capital Accounts,
        distributions and/or allocations hereunder which, when considered on a
        cumulative basis with the effect of all other such modifications previously
        made, is likely to adversely affect the amount ultimately distributable or
        paid
        to any Partner hereunder as determined by the independent accountants of
        the
        Partnership.

       

      “Net Cash Flow from Operations”
        shall mean the gross revenues from Partnership operations (excluding sales
        or
        other dispositions or refinancings of Qualified Assets) less, without
        duplication, the sum of any portion thereof used to (a) pay Operating Expenses,
        general and administrative costs and overhead of the Partnership, capital
        improvements, replacements or debt payments, any Management Fees payable
        to the
        General Partner or Asset Manager pursuant to Section 3.10 hereof,
        any credits reserved pursuant to Section 3.10 hereof, indemnities and
        other extraordinary payments made pursuant to this Agreement or to (b) establish
        reasonable reserves for Operating Expenses, capital improvements, replacements,
        debt payments and contingencies as provided in the Annual Plan, as such reserves
        are calculated, established and maintained by the General Partner pursuant
        to
Section 3.4.  “Net Cash Flow from Operations” shall not be
        reduced by real estate depreciation or by cost amortization, cost recovery
        deductions or similar allowances, but shall be increased by any reduction
        of
        reserves previously described in an Annual Plan.

       

      “Net
        Cash from Sales or Refinancings” shall mean the gross cash proceeds
        from the sale or other disposition or refinancing or repayment or exercise
        of
        Qualified Assets less (a) any closing, transaction and other costs incurred
        by the Partnership in connection with such sale or other disposition or
        refinancing or repayment or exercise, as the case may be; (b) the amount
        required to retire any debt outstanding against such Qualified Assets; and
        (c) any amounts required to fund any related reserves up to the levels
        required.  Net Cash from Sales or Refinancings shall be increased by
        releases of reserves previously funded from Net Cash from Sales or
        Refinancings.  “Net Cash from Sales or Refinancings” shall include all
        principal and interest payments made with respect to any note or other
        obligation received by the Partnership in connection with the sale or other
        disposition of any Qualified Asset.

       

      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

      


      “9%
        Cash on Cash Return” shall mean, with respect to either Inland or
        LMLP a return sufficient to achieve a 9% cash on cash yield calculated by
        dividing (a) Distributable Cash distributed to such Partner by (b) the Capital
        Contributions (including credited amounts under Section 3.10 hereof)
        made, plus, (i) solely with respect to Inland, the Acquisition Fees (if any)
        paid by Inland, or (ii) solely with respect to LMLP, 17.65% of the amount
        the
        Acquisition Fees (if any) paid by Inland. For purposes of calculating Inland’s
        9% Cash on Cash Return, clause (b) hereof shall be increased by the outstanding
        Cap Ex/ Lease Assumed Asset Amount.  For the avoidance of doubt, the
        amount of Capital Contributions under clause (b) herein shall not include
        the
        outstanding amount, if any, of Preferred Equity Capital Contributions for
        purposes of calculating the 9% Cash on Cash Return.

       

      “Nonrecourse Liability”
        shall mean any Partnership liability (or portion thereof) the Economic Risk
        of
        Loss of which is not borne by any Partner or any party related to any Partner,
        as such related party is described in the applicable Regulations under Code
        Section 752.

       

      “Non-Parameter
        Asset” is defined in Section 3.6(c) hereof.

       

      “Offer Price”
        shall mean the ROFO Offer Price or the Buy/Sell Offer Price, as
        applicable.

       

      “Offered Agreement”
        is defined in Section 11.2(a) hereof.

       

      “O.P.
        Unit” shall mean a partnership interest in a partnership in which
        LXP or its Affiliate is a partner.

       

      “Operating Expenses”
        shall mean (a) all reasonable and customary costs and expenses of Third
        Parties retained in connection with the ownership, leasing, operation, repair
        and maintenance of the Qualified Assets and (b) real estate taxes,
        insurance premiums, utility charges, rent collection and lease enforcement
        costs, brokerage commissions to the extent applicable to the period in question
        (but excluding any Acquisition Fees payable to the Asset Manager under
Section 3.6(g) hereof), maintenance expenses, costs of repairs and
        replacements (which, under generally accepted accounting principles consistently
        applied, may be expensed during the period when made) and management fees
        (including any Management Fees payable to the Asset Manager pursuant to
Section 3.10 hereof) in connection with the ownership, leasing,
        operation, repair and maintenance of the Qualified Assets.  Operating
        Expenses shall not include general and administrative costs and overhead
        of the
        Partnership and debt payments.

       

      “Original
        Agreement” is defined in the Preamble hereto.

       

      “Other
        Partner(s)” in respect of either or both of the LMLP Partners shall
        mean Inland and in respect of Inland shall mean either or both of the LMLP
        Partners.

       

      “Partially
        Adjusted Capital Account” shall mean, with respect to any Partner
        for any taxable year of the Partnership, the Capital Account balance of such
        Partner at the beginning of such year, adjusted for all contributions and
        distributions during such year and all special allocations pursuant to
Section 6.3 hereof with respect to such year but before giving effect to
        any allocations pursuant to Section 6.2 hereof with respect to such
        year.

       

      
        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

      


      “Partner”
        is defined in the Preamble hereto.

       

      “Partner Nonrecourse Debt”
        shall have the meaning set forth in Regulations
        Section 1.704-2(b)(4).

       

      “Partner Nonrecourse Debt Minimum Gain”
        shall have the meaning set forth in Regulations
        Section 1.704-2(i)(2).

       

      “Partner Nonrecourse Deductions”
        is defined in Section 6.3(d) hereof.

       

      “Partnership”
        is defined in the Preamble hereto.

       

      “Partnership
        Management Fee” is defined in Section 3.10(b)
        hereof.

       

      “Partnership Minimum Gain”
        shall have the meaning set forth in Section 1.704-2(b)(2) and (d) of the
        Regulations.

       

      “Percentage
        Interest” shall mean the entire undivided ownership interest in the
        Partnership of any Partner at any particular time, (a) expressed as a
        percentage rounded to the nearest one one-hundredth (0.01%), (b) determined
        at such time by dividing the total Capital Contributions (excluding Preferred
        Equity Capital Contributions) made by such Partner by the total Capital
        Contributions (excluding Preferred Equity Capital Contributions) made to
        the
        Partnership by all Partners and (z) as may be adjusted from time to time in
        accordance with the terms hereof.  The Percentage Interest of each
        Partner as of the date first set forth above shall be as described on
Schedule 1 hereto (without regard to the Preferred Equity Capital
        Contribution).

       

      “Permitted Expenses”
        shall mean, for each annual period covered by an Annual Plan, Operating
        Expenses, capital improvements, replacements and debt payments as set forth
        therein plus, with respect to each budget line item in the Annual Budget
        portion
        of such Annual Plan, the greater of (a) five percent (5%) of each such
        budget line item or (b) Twenty Thousand Dollars ($20,000.00);
provided, however, that the aggregate Permitted Expenses (other than the
        Management Fees payable to the Asset Manager pursuant to Section 3.10
        hereof), when added to all other obligations incurred or reserve amounts
        accrued
        in excess of the applicable budget line items in such Annual Budget portion
        of
        the Annual Plan, shall not exceed (i) One Hundred Thousand Dollars
        ($100,000) in any fiscal year for a particular Qualified Asset or (ii) an
        average (taking into account all Qualified Assets then owned by the Partnership)
        of Fifty Thousand Dollars ($50,000) per Qualified Asset.  Permitted
        Expenses shall also mean (a) all reasonable and customary costs and
        expenses of Third Parties retained in connection with the Acquisition Activities
        as provided in Section 3.6(f) hereof, (b) any reasonable costs
        or expenses incurred in implementing a Major Decision approved as provided
        in
Section 3.4 hereof and not otherwise already included in an Annual
        Plan, and (c) costs and expenses incurred by and on behalf of the
        Partnership in connection with the formation of the Partnership, including
        legal
        fees and costs and expenses associated with assumption or refinancing the
        Existing Indebtedness, but excluding fees and expenses set forth in Section
        12.16 hereof.

       

      “Person”
        shall mean any individual, trust (including a business trust), unincorporated
        association, corporation, limited liability company, joint stock company,
        general partnership, limited partnership, joint venture, governmental authority
        or other entity.

       

      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

      


      “Physical
        Inspection Report” shall mean a report prepared by a qualified
        independent third party engineer, architect or other real estate inspector
        selected by the General Partner concerning the physical condition of any
        Proposed Qualified Asset.

       

      “Plan Amendment”
        is defined in Section 3.5(c).

       

      “Preferred
        Equity” shall mean the Preferred Equity Capital Contribution by
        LMLP pursuant to Section 5.2 hereof.

       

      “Preferred
        Equity Capital Contribution” shall mean the contribution to the
        Partnership by LMLP pursuant to Section 5.2 hereto.

       

      “Preferred
        Equity Redemption Amount” shall mean one hundred and twenty five
        (125%) percent of the allocated amount of the outstanding Preferred Equity
        Capital Contribution set forth opposite a Qualified Assumed Asset on Schedule
        1 hereto; provided, that for the purposes of Section 3.8(e) hereof
        only, if LMLP is no longer the General Partner because of an Event of Default
        caused by an LMLP Partner or an LMLP Affiliated Party, then the Preferred
        Equity
        Redemption Amount shall mean one hundred percent (100%) of the allocated
        amount
        of the Outstanding Preferred Equity Capital Contribution set forth opposite
        a
        Qualified Assumed Asset on Schedule 1 hereto.

       

      “Preferred
        Equity Return” shall mean a cumulative distribution on the
        outstanding Preferred Equity paid quarterly in accordance with Section
        7.1 hereof at a rate of 6.5% per annum; provided, that if the Partnership
        fails to (i) make a distribution to LMLP in an amount equal to the Preferred
        Equity Return on a Distribution Date, such distribution shall accrue, and
        LMLP
        shall be entitled to additional distributions on such accrued amount, at
        the
        rate of 6.5% per annum compounded quarterly, or (ii) redeem any Preferred
        Equity
        when such redemption is required hereunder, such  redemption amount
        shall accrue, and LMLP shall be entitled to additional distributions on such
        accrued amount, at the rate of 10.5% per annum compounded
        quarterly.

       

      “Priority
        Loan” is defined in Section 5.1(a) hereof.

       

      “Priority
        Return” shall mean the Inland Priority Return and/or the LMLP
        Priority Return, as applicable.

       

      “Profits”
        and “Losses” are defined in Section 6.2(b)
        hereof.

       

      “Property
        Management Fee” is defined in Section 3.10(a)
        hereof.

       

      “Proposed Plan”
        is defined in Section 3.5(a) hereof.

       

      “Proposed Qualified Asset”
        is defined in Section 3.6(a) hereof.

       

      “Purchase
        Agreement” shall mean the Purchase Agreement, dated as of August
        10, 2007, pursuant to which the Partnership purchases the Qualified Sale
        Assets
        from the LMLP Sale Affiliates pursuant to Section 2.8 hereof and a copy
        of which is attached as Exhibit D to this Agreement.

       

      
        
          
            
            

          

          
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      “Purchasing
        Partner” shall mean the purchasing Partner under Section
        11.1 or Section 11.2 hereof, as the case may be.

       

      “Purchase
        Price” shall mean (a) with respect to each Qualified Contribution
        Asset, the Contribution Value which will be set forth on Schedule 1 to the
        Contribution Agreement upon acquisition of the Qualified Contribution Asset,
        (b)
        with respect to each Qualified Sale Asset, the Sales Price which will be
        set
        forth on Schedule 1 to the Purchase Agreement upon acquisition of the Qualified
        Sale Asset, and (c) with respect to each other Qualified Asset, the gross
        purchase cost of the Qualified Asset.

       

      “Qualified
        Asset” or “Qualified Assets” shall mean the
        direct or indirect interest of the Partnership in (a) each Approved Qualified
        Asset and Non-Parameter Asset acquired by the Partnership pursuant to Section
        3.6 hereof, and (b) the Qualified Assumed Assets.

       

      “Qualified
        Assumed Assets” shall mean the Qualified Contribution Assets and
        the Qualified Sale Assets.

       

      “Qualified
        Contribution Assets” shall mean the assets set forth on Schedule
        1, each of which shall be a Qualified Asset upon contribution to the
        Partnership pursuant to the Contribution Agreement and Section 5.1(a)
        hereof.

       

      “Qualified
        Sale Assets” shall mean the interests of the LMLP Sale Affiliates
        in the assets set forth on Schedule 2.8, each of which shall be a
        Qualified Asset upon acquisition by the Partnership pursuant to the Purchase
        Agreement.

       

      “Recoverable
        Amounts” is defined in Section 3.10(a)
        hereof.

       

      “Regulations”
        shall mean the income tax regulations promulgated under the Code, whether
        temporary, proposed or finalized, as such regulations may be amended from
        time
        to time (including corresponding provisions of future regulations).

       

      “Regulatory Allocations”
        is defined in Section 6.3(f) hereof.

       

      “REIT”
        shall mean “real estate investment trust” within the meaning of Sections 856-860
        of the Code.

       

      “Removal
        Event” shall mean (a) an Event of Default caused by an LMLP Partner
        or an LMLP Affiliated Party or (b) a Change of Control.

       

      “Required
        Third Party Price” is defined in Section 11.1(a)
        hereof.

       

      “Responding
        Partner” shall mean the ROFO Responding Partner or the Buy/Sell
        Responding Partner, as applicable.

       

      “Rights
        Trigger Date” shall mean the earliest of the following: (a) the
        fourth anniversary of the date first set forth above; (b) an Event of Default;
        (c) a Change of Control; (d) termination of the Management Agreement by the
        Partnership; and (e) a Removal Event.

       

      
        
          
            
            

          

          
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      “ROFO
        Notice” is defined in Section 11.1(a)
        hereof.

       

      “ROFO
        Offer Price” is defined in Section 11.1(a)
        hereof.

       

      “ROFO
        Offering Partner” is defined in Section 11.1(a)
        hereof.

       

      “ROFO
        Responding Partner” is defined in Section 11.1(a)
        hereof.

       

      “ROFO
        Response Notice” is defined in Section 11.1(a)
        hereof.

       

      “ROFO
        Terms” is defined in Section 11.1(a) hereof.

       

      “Section 704(c)
        Property” shall mean (a) each item of property to which
        Section 704(c) of the Code or Section 1.704-3(a)(3) of the Regulations
        applies that is contributed to the Partnership, and (b) any property owned
        by the Partnership which is governed by the principles of Section 704(c) of
        the Code, as contemplated by Section 1.704-1(b)(4)(i) and other analogous
        provisions of the Regulations.

       

      “Selling
        Partner” shall mean the selling Partner under Section 11.1
        or Section 11.2 hereof, as the case may be.

       

      “SP
        Subsidiary” shall mean an entity selected by the General Partner
        which shall be wholly-owned (directly or indirectly) by the Partnership,
        the
        purpose of which is limited to acquiring, financing, holding for investment,
        preserving, managing, operating, improving, leasing, selling, exchanging,
        transferring and otherwise using or disposing of a Qualified Asset or Qualified
        Assets.

       

      “SP
        Subsidiary Limited Liability Company Agreement” shall mean the
        limited liability company agreement of an SP Subsidiary that is the general
        partner of another SP Subsidiary, which, except as provided in Section
        3.4 hereof, shall be substantially in the form attached hereto as Exhibit
        E.

       

      “SP
        Subsidiary Partnership Agreement” shall mean the limited
        partnership agreement of an SP Subsidiary that is the owner of a Qualified
        Asset, which, except as provided in Section 3.4 hereof, shall be
        substantially in the form attached hereto as Exhibit F.

       

      “SP
        Subsidiary Agreements” shall mean the SP Subsidiary Limited
        Liability Company Agreements and the SP Subsidiary Partnership
        Agreements.

       

      “Supermajority
        Vote” shall mean the written consent of four (4) of the five (5)
        members of the Executive Committee.

       

      “Target
        Account” shall mean, with respect to any Partner for any taxable
        year of the Partnership, the excess of (a) an amount (which may be either
        a
        positive balance or a negative balance) equal to the hypothetical distribution
        (or contribution) such Partner would receive (or contribute) if all assets
        of
        the Partnership, including cash, were sold for cash equal to their Book Basis
        (taking into account any adjustments to Book Basis for such year), all
        liabilities (including prepayment penalties, yield maintenance fees and similar
        costs) of the Partnership

       

      
        
          
            
            

          

          
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      were
        then
        satisfied according to their terms (except that if the nonrecourse liabilities
        secured by an asset exceed the Book Basis of such asset, such calculation
        shall
        be made assuming that the asset were transferred to the lender in satisfaction
        of the debt) and all remaining proceeds from such sale were distributed pursuant
        to Section 9.2 over (b) such Partner’s share of Partnership Minimum Gain
        and Partner Nonrecourse Debt Minimum Gain immediately prior to such
        sale.

       

      “Tax
        Depreciation” shall mean with respect to any property owned by the
        Partnership depreciation, accelerated cost recovery, or modified cost recovery,
        and any other amortization or deduction allowed or allowable for federal,
        state
        or local income tax purposes.

       

      “Tax Matters Partner”
        is defined in Section 6.5 hereof.

       

      “Third
        Parties” shall mean consultants, engineers, environmental
        consultants, accountants, attorneys, contractors and subcontractors, brokers
        or
        managers, but excluding any LMLP Affiliated Party.

       

      “Third
        Party Sale Period” is defined in Section 11.1(b)
        hereof.

       

      ARTICLE
        II

      FORMATION,
        DURATION AND PURPOSES; PURCHASE OF INITIAL 
PROPERTIES

       

      Section
        2.1    Formation.  Pursuant
        to the Delaware Revised Uniform Limited Partnership Act, codified in the
        Delaware Code Annotated, Title 6, Sections 17-101 to 17-1111, as the same
        may be
        amended from time to time (the “Act”), the Partners agree to
        form and hereby form the Partnership by entering into this
        Agreement.  The Partners hereby acknowledge that a certificate of
        limited partnership has been executed and filed in the office of the Delaware
        Secretary of State on August 8, 2007.  The execution and filing of
        such certificate of limited partnership with the Delaware Secretary of State
        is
        hereby authorized, ratified and approved by the Partners.  The rights,
        liabilities and obligations of any Partner with respect to the Partnership
        shall
        be determined in accordance with the Act and this Agreement.  To the
        extent anything contained in this Agreement modifies, supplements or otherwise
        affects any such right, liability, or obligation arising under the Act, this
        Agreement shall supercede the Act to the extent not restricted
        thereby.

       

      Section
        2.2    Name;
        Registered Agent and Registered Office.  The name of the
        Partnership and the name under which the business of the Partnership shall
        be
        conducted shall be “Net Lease Strategic Assets Fund
        L.P.”  The registered agent of the Partnership shall be
        Corporation Service Company, and the registered office of the Partnership
        shall
        be at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,
        Delaware 19808.  The General Partner may select another such
        registered agent or registered office from time to time.

       

      Section
        2.3    Principal
        Office.  The principal place of business and office of
        the Partnership shall be located at c/o The Lexington Master Limited
        Partnership, One Penn Plaza, Suite 4015, New York, New York 10119-4015, or
        at
        such other place as the General Partner may determine from time to
        time.  The business of the Partnership may also be conducted at such
        additional place or places as the General Partner may determine.

       

      
        
          
            
            

          

          
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      Section
        2.4    Purposes
        and Business.  The business of the Partnership is to,
        directly or indirectly, acquire, finance, refinance, hold for investment,
        preserve, manage, operate, improve, lease, sell, exchange, transfer and
        otherwise use or dispose of the Qualified Assets as may be, directly or
        indirectly, acquired by the Partnership from time to time pursuant to the
        terms
        hereof, which Qualified Assets may be located anywhere in the United
        States.  In connection therewith and without limiting the foregoing,
        the Partnership shall have the power to dispose of the Qualified Assets in
        accordance with the terms of this Agreement and to engage in any and all
        activities related or incidental thereto, all for the benefit of the
        Partners.  

       

      Section
        2.5    Term.  The
        term of the Partnership shall commence on the date of this Agreement and
        shall
        continue in full force and effect until terminated pursuant to the terms
        hereof.  No Partner may withdraw from the Partnership without the
        prior consent of the General Partner, other than as expressly provided in
        this
        Agreement.

       

      Section
        2.6    Other
        Qualifications.  The Partnership shall file or record
        such documents and take such other actions under the laws of any jurisdiction
        in
        which the Partnership does business as are necessary or desirable to permit
        the
        Partnership to do business in any such jurisdiction and to promote the
        limitation of liability for the Partners in any such jurisdiction.

       

      Section
        2.7    Limitation
        on the Rights of Partners.  Except as otherwise
        specifically provided in this Agreement, (a) no Partner shall have the
        right to withdraw or retire from, or reduce its contribution to the capital
        of,
        the Partnership; (b) no Partner shall have the right to demand or receive
        assets other than cash in return for its Capital Contribution; and (c) no
        Partner shall have priority over any other Partner either as to the return
        of
        its Capital Contribution or as to profits or distributions.

       

      Section
        2.8    Purchase
        of Qualified Sale Assets.  The LMLP Sale Affiliates have
        agreed to sell, and the Partnership has agreed to purchase the Qualified
        Sale
        Assets described on Schedule 2.8 hereto at the purchase prices set forth
        on Schedule 2.8 hereto pursuant to the Purchase Agreement.  In
        the event the Qualified Sale Asset located at 3600 Southgate Drive, Danville,
        Illinois is acquired by the Partnership pursuant to the Purchase Agreement
        and
        (i) the funding of the currently contemplated 55,000 square foot expansion
        at
        such Qualified Asset has not occurred, LMLP or an LMLP Affiliated Party shall
        pay directly up to $8,823,826 of the costs incurred to complete the expansion
        and required to be funded, and the Partnership shall be responsible for all
        costs in excess of such amount and shall fund such excess through an Additional
        Capital Contribution, or (ii) the funding of the currently contemplated 55,000
        square foot expansion at such Qualified Asset has occurred, the Partnership
        shall reimburse LMLP or an LMLP Affiliate Party designated by LMLP for all
        costs
        incurred to complete the expansion and required to be funded in excess of
        $8,823,826.

       

      Section
        2.9    Remuneration
        To Partners.  No Partner is entitled to remuneration for
        acting on behalf of the Partnership.  Except as otherwise authorized
        in this Agreement, including but not limited to Sections 3.6 and
3.10, no Partner is entitled to remuneration for acting in the
        Partnership business.

      


      
        
          
            
            

          

          
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      ARTICLE
        III

      MANAGEMENT
        RIGHTS, DUTIES, AND POWERS

      OF
        THE GENERAL PARTNER; TRANSACTIONS INVOLVING PARTNERS

       

      Section
        3.1    Management.

       

      (a)           Management
        by the General Partner.  LMLP GP shall be the General Partner
        until (x) a Removal Event, or (y) LMLP GP resigns as the General
        Partner.  The General Partner shall manage the investments, business
        and day-to-day affairs of the Partnership and shall be responsible for
        acquisitions and dispositions of Qualified Assets, subject, however, to the
        provisions of Section 3.4 hereof with respect to Major Decisions, of
Section 3.6, Section 3.7 and Article XI hereof
        with respect to the acquisition or sale of Qualified Assets and any other
        provisions of this Agreement concerning the investments, business and day-to-day
        affairs of the Partnership.  The General Partner shall use
        commercially reasonable efforts to manage the investments, business and
        day-to-day affairs of the Partnership in accordance with the Annual Plan
        approved in accordance with Section 3.5 hereof.  Any
        action taken by the General Partner in accordance with the terms of this
        Agreement shall constitute the act of and serve to bind the
        Partnership.  The General Partner may delegate certain of the tasks
        that are to be performed in connection with the acquisition of Qualified
        Assets,
        the management of the Qualified Assets or the business and day-to-day affairs
        of
        the Partnership.  Any such delegation to third parties provided in the
        previous sentence shall be at the cost of the General Partner and supervised
        by
        the General Partner and such delegation shall not relieve the General Partner
        of
        any of its obligations hereunder.  Any right of any Partner to consent
        to any action requiring its consent hereunder shall not be diminished or
        otherwise affected by such delegation.

       

      (b)           Delegation
        to the Executive Committee.

       

      (i)           
        The Executive Committee shall be delegated the authority to exercise the
        authority conferred on it by this Agreement.  No member of the
        Executive Committee shall (x) have any interest in or rights under this
        Agreement, (y) be admitted as a substitute for any Partner or (z) have any
        of
        the rights of a Partner under the Act or this Agreement.

       

      (ii)            Action
        requiring a Supermajority Vote by the Executive Committee shall be taken
        without
        a meeting by a consent in writing setting forth the action taken, which shall
        be
        signed by at least four (4) of the five (5) members of the Executive
        Committee.  Action requiring a Majority Vote of the Executive
        Committee shall be taken at a special meeting of the Executive Committee,
        upon
        not less than five (5) Business Days’ prior written notice by the General
        Partner to the members of the Executive Committee.  Such meetings
        shall be held at the time specified in the notice at a location selected
        by the
        General Partner or, if requested by any member of the Executive Committee,
        by
        teleconference.

      
        


        (iii)           Any
          member of the Executive Committee may resign at any time by giving written
          notice to each Partner.  The resignation of any member of the
          Executive Committee shall take effect upon receipt of the notice thereof
          or at
          such later time as shall be specified in such notice; and, unless otherwise
          specified therein, the acceptance of such 


      

      
        
          
            
            

          

          
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      resignation
        shall not be necessary to make such resignation effective.  The
        Partner who appointed the resigning Executive Committee member shall appoint
        a
        replacement Executive Committee member within seven (7) Business Days of
        such
        resignation.  Any Partner who appointed an Executive Committee member
        may remove such member at any time upon written notice to the other Partners,
        which notice shall name and appoint a new Executive Committee member to replace
        the Executive Committee member so removed.

       

      (iv)          The
        members of the Executive Committee shall not be entitled to receive any fees
        or
        reimbursement for any expenses for their service in such capacity.

       

      (c)           Delegation
        to the Asset Manager.  The General Partner shall retain the Asset
        Manager pursuant to a Management Agreement substantially in the from attached
        hereto as Exhibit C and delegate (pursuant to Sections 3.1(a)
        and (b) above) to the Asset Manager the management of the Qualified
        Assets and, during the Acquisition Period, the performance of the tasks
        necessary for the evaluation of Proposed Qualified Assets and the acquisition
        of
        Approved Qualified Assets as contemplated in Section 3.6
        hereof.  The Asset Manager shall (x) have no interest in or rights
        under this Agreement, (y) not be admitted as a substitute for any Partner
        and
        (z) not have any of the rights of a Partner under the Act or this
        Agreement.  Any delegation to the Asset Manager provided in this
Section 3.1(b) shall be supervised by the General Partner and the
        Executive Committee and such delegation shall not relieve the General Partner
        of
        any of its obligations hereunder as General Partner.

       

      (d)           Right
        to Rely on Authority of the General Partner.  Any action taken by
        the General Partner, acting on behalf of the Partnership pursuant to the
        authority conferred thereon in this Agreement, shall be binding on the
        Partnership.  In no event shall any Person dealing with the General
        Partner with respect to the conduct of the affairs of the Partnership be
        obligated to ascertain whether the terms of this Agreement have been complied
        with, or be obligated to inquire into the necessity or expediency of any
        action
        of the General Partner.

       

      (e)           Inland’s
        Right to Enforce Partnership Rights Against LMLP Affiliated
        Parties.  Notwithstanding anything herein to the contrary, if LMLP
        GP, in its capacity as General Partner, has failed to enforce any of the
        Partnership’s rights against any LMLP Affiliated Party that has defaulted on any
        obligation owed to the Partnership under this Agreement, the Contribution
        Agreement, the Purchase Agreement or any agreement between the Partnership
        and
        any LMLP Affiliated Party (including the Management Agreement), Inland shall
        be
        entitled to exercise, on behalf of the Partnership and at the expense of
        the
        Partnership, the Partnership’s rights and obligations arising under such
        agreements all without the consent or approval of LMLP GP or the Executive
        Committee.

       

      Section
        3.2    Actions
        of the General Partner.

       

      (a)            Acts
        of the General Partner.  Any action required or permitted to be
        taken by the General Partner shall be taken by written consent of the General
        Partner, and the writing or writings shall be filed with the books and records
        of the Partnership.

    

    
      


      
        
          
            
            

          

          
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      (b)           General
        Informational Meetings.  The General Partner shall hold
        informational meetings with the Partners to review and discuss the Partnership’s
        activities and business at least once annually and, so long as LMLP GP is
        the
        general partner and if requested by Inland upon not less than ten (10) Business
        Days’ prior written notice, at least once quarterly.  Such meetings
        shall be held at a mutually convenient time at a location selected by the
        General Partner and teleconferencing will be made available.

       

      Section
        3.3    Authority
        of the General Partner.  

       

      (a)           Except
        as otherwise provided in this Article III, the General Partner is
        hereby authorized to do the following, for and in the name and on behalf
        of the
        Partnership, as may be necessary, convenient or incidental to the implementation
        of the Annual Plan or to the accomplishment of the purposes of the Partnership
        (provided, that if any of the following constitutes a Major Decision that
        is not specifically set forth in the Annual Plan, the General Partner shall
        first obtain the consent of the Executive Committee pursuant to
Section 3.4 hereof):

       

      (i)            enter
        into a good faith non-binding letter of intent concerning the acquisition
        of a
        Proposed Qualified Asset.

       

      (ii)           acquire
        by purchase, exchange or otherwise, any Proposed Qualified Asset consistent
        with
        the purposes of the Partnership, but only in accordance with Sections 3.4
        and  3.6 hereof;

       

      (iii)          operate,
        manage and maintain each of the Qualified Assets;

       

      (iv)          take
        such action as is necessary to form, create or set up any SP Subsidiary that
        has
        been approved in accordance with Section 3.6 hereof;

       

      (v)           dissolve,
        terminate or wind-up any SP Subsidiary, provided that any Qualified Asset
        held by such SP Subsidiary has been disposed of in accordance with Article
        XI hereof or transferred to the Partnership or any other SP
        Subsidiary;

       

      (vi)          enter
        into, amend, extend or renew any lease of any Qualified Asset or any part
        thereof or interest therein approved as part of the Annual Plan;

       

      (vii)         initiate
        legal proceedings or arbitration with respect to any lease of any Qualified
        Asset or part thereof or interest therein; provided that the initiation
        of such legal proceedings or arbitration shall have arisen (x) in
        connection with any matter of an emergency nature, (y) for the collection
        of rent or (z) involving an uninsured claim of less than
        $100,000;

       

      (viii)       
        dispose of any or all of the Qualified Assets by sale, lease, exchange or
        otherwise, and grant an option for the sale, lease, exchange or otherwise
        of any
        or all the Qualified Assets, but only in accordance with Section 3.7
        hereof;

       

      
        
          
            
            

          

          
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      (ix)           employ
        and dismiss from employment any and all employees, agents, independent
        contractors, attorneys and, subject to Section 3.4 hereof,
        independent accountants for the Partnership;

       

      (x)            pay
        all Permitted Expenses (and maintain in reserve the amount of any credits
        pursuant to Section 3.10 hereof);

       

      (xi)           execute
        and deliver any and all agreements, contracts, documents, certifications
        and
        instruments necessary or convenient in connection with the management,
        maintenance and ownership of the Qualified Assets and in connection with
        any
        other matters with respect to which the General Partner has authority to
        act
        pursuant to the Annual Plan or as set forth in this
Section 3.3;

       

      (xii)          draw
        down funds as needed under any approved lines of credit or other financing
        previously approved under Section 3.4 hereof;

       

      (xiii)         finance
        or refinance a portion of the purchase price of any Qualified Asset and incur
        (and refinance) indebtedness secured by any Qualified Asset, or any portion
        thereof or any interest or estate therein and incur any other secured or
        unsecured borrowings or other indebtedness;

       

      (xiv)         implement
        those Major Decisions that are specifically set forth in the Annual Plan
        or that
        have been approved by the Executive Committee pursuant to
Section 3.4 below; and

       

      (xv)          subject
        to any conditions expressly provided in this Agreement, engage in any kind
        of
        activity and perform and carry out contracts of any kind necessary or incidental
        to or in connection with the accomplishment of the purposes of the Partnership
        as may be lawfully carried out or performed by a limited partnership under
        the
        laws of each state in which the Partnership is then formed or registered
        or
        qualified to do business.

       

      Section
        3.4     Major
        Decisions.  

       

      (a)           Major
        Decisions. Notwithstanding anything to the contrary contained in this
        Agreement, but subject to Section 3.4(b), Section 3.8(e) and
Section 3.8(f) hereof, the General Partner shall not take, on behalf
        of
        the Partnership, and shall not permit the Partnership or the Asset Manager
        to
        take, any action, make any decision, expend any sum or undertake or suffer
        any
        obligation which comes within the scope of any Major Decision unless such
        Major
        Decision is approved by the Executive Committee in the manner required by
        Section 3.4(b) in advance in writing or as specifically set forth in the
        Annual Plan.

       

      As
        used
        herein, “Major Decision” shall mean a decision to take any of
        the following actions directly or indirectly through or for an SP
        Subsidiary:

       

                          (i)           the
        acquisition (including any decisions under Section 3.6) by purchase,
        exchange or otherwise of any Qualified Asset or other asset and except for
        the
        acquisition of the Qualified Assumed Assets; provided that acquisitions
        of Qualified Assets shall only occur during the Acquisition Period;

       

      
        
          
            
            

          

          
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      (ii)         
        the construction, alteration, improvement, repair, rehabilitation, razing,
        rebuilding or replacement of any building or other improvements or the making
        of
        any capital improvements, replacements, repairs, alterations or changes in,
        to
        or on any Qualified Asset, or any part thereof, except to the extent provided
        for in the Annual Plan; provided that repairs of an emergency nature may
        be undertaken without prior approval of a majority of the members of the
        Executive Committee provided the General Partner notifies each member of
        the
        Executive Committee in writing thereof within two (2) Business Days following
        the commencement of such emergency repairs;

       

      (iii)        
        the reinvestment for restoration purposes of (i) insurance proceeds in
        excess of $500,000 received by the Partnership in connection with the damage
        or
        destruction of any Qualified Asset or (ii) condemnation proceeds in excess
        of $500,000 received by the Partnership in connection with the taking or
        settlement in lieu of a threatened taking of all or any portion of any Qualified
        Asset; provided that (x) if the determination is made not to reinvest any
        such insurance or condemnation proceeds, then so much thereof as may be
        necessary shall be applied to the razing or other disposition of the remaining
        improvements as may be required by law or by a reasonably prudent property
        manager and the balance of such insurance or condemnation proceeds shall
        be
        distributed in accordance with this Agreement and (y) any distribution of
        such
        insurance or condemnation proceeds shall be made in accordance with Section
        7.1(a)(ii) hereof.

       

      (iv)        
        the commencement of any case, proceeding or other action seeking protection
        for
        the Partnership as debtor under any existing or future law of any jurisdiction
        relating to Bankruptcy, insolvency, reorganization or relief of debtors;
        any
        consent to the entry of an order for relief in or institution of any case,
        proceeding or other action brought by any third party against the Partnership
        as
        a debtor under any existing or future law of any jurisdiction relating to
        Bankruptcy, insolvency, reorganization or relief of debtors; the filing of
        an
        answer in any involuntary case or proceeding described in the previous clause
        admitting the material allegations of the petition therefor or otherwise
        failing
        to contest any such involuntary case or proceeding; the seeking of or consent
        to
        the appointment of a receiver, liquidator, assignee, trustee, sequestrator,
        custodian or any similar official for the Partnership or for a substantial
        portion of its Qualified Assets; any assignment for the benefit of the creditors
        of the Partnership; or the admission in writing that the Partnership is unable
        to pay its debts as they mature or that the Partnership is not paying its
        debts
        as they become due;

       

      (v)         
        the extension of the statute of limitations for assessing or computing any
        tax
        liability against the Partnership or the amount of any Partnership tax item
        or
        to settle any dispute with respect to any income, or any other material,
        tax;

       

      (vi)          a
        merger, sale or recapitalization of the Partnership or a sale or other
        disposition, including a disposition by lease, of any or all of the Qualified
        Assets, except in accordance with Article XI hereof;

       

      (vii)         the
        financing
        or refinancing of, or the increasing of any mortgage indebtedness encumbering,
        any Qualified Asset, or any portion thereof or any interest or estate therein,
        whether recourse or non-recourse to the Partnership, or the incurrence of
        indebtedness secured by any Qualified Asset, or any portion thereof or any
        interest or estate 

       

      
        
          
            
            

          

          
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      therein,
        or the incurrence of any other secured or unsecured borrowings or other
        indebtedness by the Partnership, including determination of the terms and
        conditions thereof, and any amendments to such terms and conditions or otherwise
        with respect to anything in this clause (vii) except (A) in accordance with
        Section 3.8(f) hereof or (B) as contemplated in an Annual Plan or in
        accordance with Section 3.4 hereof;

       

      (viii)         the
        approval of the Annual Plan, including any budget line item, and any amendment
        to the Annual Plan;

       

      (ix)            the
        incurring of any cost or expense for any fiscal year, other than a Permitted
        Expense;

       

      (x)             the
        entering into of any transaction or agreement with or for the benefit of,
        or the
        employment or engagement of, any LMLP Affiliated Party, except as expressly
        contemplated in Sections 3.1(c) and 3.10 hereof;

       

      (xi)           except
        as required by the lenders under the loan documents governing indebtedness
        of
        the Partnership, the establishment of a reserve for working capital, capital
        expenditures or to pay other costs and expenses incident to ownership of
        the
        Qualified Assets and for such other Partnership purposes in excess of an
        aggregate of  (A) $100,000 or (B) $500,000;

       

      (xii)           the
        initiation of legal proceedings or arbitration by the Partnership or the
        settlement of any litigation against the Partnership involving an uninsured
        claim in excess of (A) $100,000 or (B) $500,000; provided that the
        initiation of such legal proceedings or arbitration (x) in connection with
        any matter of an emergency nature, or (y) for the collection of rent, shall
        not be a Major Decision subject to this Section 3.4(a);

       

      (xiii)        
        with respect to any lease of any Qualified Asset, or part thereof or interest
        therein, the entering into, amending, extending or renewing thereof, in each
        case not already approved as part of the Annual Plan;

       

      (xiv)         the
        admission of a new Partner to the Partnership or acquisition by an existing
        Partner of an additional interest in the Partnership, except in accordance
        with
Article VIII and XI hereof;

       

      (xv)          the
        engagement of an accounting firm to audit the financial statements of the
        Partnership;

       

      (xvi)         the
        extension of the Acquisition Period, which decision to extend shall be made
        not
        less than 60 days prior to the end of the Acquisition Period;

       

      (xvii)        making
        an Extraordinary Call to the Partners to fund an operating deficit of the
        Partnership in excess of the Extraordinary Call Cap;

       

      (xviii)       except
        in connection
        with items set forth in the Annual Budget or items constituting a Permitted
        Expense, the entry into any agreement by the 

       

      
        
          
            
            

          

          
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      Partnership
        involving more than $100,000 of consideration or having a term in excess
        of 1
        year and in all cases any property management agreement or brokerage
        agreement;

       

      (xix)          the
        winding up or dissolution of the Partnership;

       

      (xx)           any
        deviation from the SP Subsidiary Agreements, which directly or indirectly
        impairs the economic or management rights of the Partnership; and

       

      (xxi)         subject
        to Section 3.3 hereof, the execution of any agreement, contract or
        understanding or other arrangement to effectuate a Major Decision.

       

      (b)          
         Vote Required. Major Decisions shall require the following
        approvals:

       

      (i)             A
        Supermajority Vote shall be required for the Major Decisions set forth in
        Section 3.4(a)(i)-(iv), (vi)-(x), (xi)(B), (xii)(B)
        and (xiii)-(xxi).

       

      (ii)            A
        Majority Vote shall be required for the Major Decisions set forth in Section
        3.4 (v), (xi)(A) and (xii)(A).

       

      (c)      
             Non-Binding Letters of Intent.
        Notwithstanding the foregoing, the General Partner shall be authorized to
        execute non-binding letters of intent with respect to property and operational
        actions that constitute Major Decisions.

       

      Section
        3.5    Preliminary
        and Annual Plans.

       

      (a)           
        Preparation and Approval of Plans.  The General Partner shall
        prepare and deliver to the Executive Committee for its approval or disapproval
        a
        proposed annual plan for the next fiscal year of the Partnership (as further
        described below, a “Proposed Plan”).  The Proposed
        Plan shall cover the Partnership and each Qualified Asset and shall
        include:

       

      (i)             a
        proposed Annual Budget covering the Partnership and each Qualified Asset
        and a
        brief narrative description of the material portions thereof;

       

      (ii)            a
        plan of operations for each Qualified Asset, including anticipated repairs
        and
        improvements;

       

      (iii)           estimated
        financing needs and estimated financing costs for the Partnership and each
        Qualified Asset;

       

      (iv)           estimated
        cash flow projections for the Partnership and each Qualified Asset;

       

      (v)            a
        description of tenants then in occupancy in each Qualified Asset;

       

      


      
        
          
            
            

          

          
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      (vi)           a
        schedule of Qualified Assets, any leases which are expiring during such
        fiscal year and the plans for the re-leasing of such Qualified Assets and
        any
        lease restructures (such as subleasing or expansion by a tenant) of which
        the
        General Partner is aware;

       

      (vii)          projected
        capital improvements and capital repairs;

       

      (viii)         a
        description of any Proposed Qualified Assets to the extent identified, including
        the terms of acquisition, provided that nothing in the Proposed Plan shall
        affect or limit the provisions of Section 3.6 hereof;
        and

       

      (ix)           any
        other information relative to the management of the Qualified Assets or the
        Partnership reasonably requested by any member of the Executive
        Committee.

       

      The
        General Partner shall prepare and submit a Proposed Plan to the Executive
        Committee on or before November 15th of the year prior to such fiscal
        year.  The Executive Committee shall approve or disapprove such
        revised Proposed Plan no later than December 15th of the year prior to the
        fiscal year covered by such revised Proposed Plan.  Any Proposed Plan
        approved by the Executive Committee in accordance with Section 3.4 shall
        become the annual plan for the next fiscal year of the Partnership (any Proposed
        Plan approved by the Executive Committee for any fiscal year of the Partnership,
        and as may be amended from time to time by a Plan Amendment, an “Annual
        Plan”).  A model of an Annual Plan is attached as
Schedule 3.5 and made a part hereof.  The General Partner,
        within thirty (30) days after the closing of the last to be acquired of
        Qualified Assumed Assets, shall submit the initial Annual Plan, covering
        all of
        the Qualified Assets held by the Partnership for the remainder of the then
        current year, to the Executive Committee for approval or disapproval in
        accordance with the procedures outlined herein which Proposed Plan upon approval
        shall become the Annual Plan.

       

      (b)           Dispute
        Concerning an Annual Budget.  If, prior to the commencement of any
        fiscal year, the Executive Committee has disapproved the Proposed Plan because
        it could not reach an agreement as to the amount to be allocated to any budget
        line item set forth in the Annual Budget portion of the Proposed Plan for
        such
        fiscal year, then (i) as to any such disputed budget line item, the Annual
        Budget portion of the Annual Plan for the immediately preceding fiscal year
        (exclusive of any non-recurring capital expenditures) shall be controlling
        but
        only with respect to such disputed budget line item (in each case adjusted
        to
        reflect the increases in the CPI for November of such fiscal year over the
        CPI
        for November of such immediately preceding fiscal year) and only until such
        time
        as the Executive Committee has approved the amount to be allocated to such
        budget line item, and (ii) as to any budget line item or items that are not
        in dispute, the Annual Budget portion of the Proposed Plan shall
        control.

       

      (c)           Amendments
        to Annual Plans.  If in any Partner’s judgment an Annual Plan
        requires amendment, such Partner shall deliver to the Executive Committee
        a
        written notice setting forth the proposed amendment to the Annual Plan and
        the
        basis therefor.  The Executive Committee shall approve or disapprove,
        in accordance with Section 3.4 hereof, such proposed amendment within ten
        (10) Business Days after receipt thereof, and, if the Executive Committee
        shall
        approve such proposed amendment (any such amendment, a
“Plan

       

      


      
        
          
            
            

          

          
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      Amendment”),
        the Annual Plan (including, without limitation any amendments to the Annual
        Budget portion thereof) shall be amended by the Plan Amendment as set forth
        in
        the written notice described in the preceding sentence.  If the
        Executive Committee shall disapprove a Plan Amendment, then the Annual Plan
        then
        in effect shall not be amended pursuant to such disapproved Plan
        Amendment.

       

      Section
        3.6              Qualified
        Asset Acquisitions. 

       

      (a)           Generally;
        Approval by Executive Committee.  During the Acquisition Period,
        LMLP GP shall identify net-leased assets that meet the Acquisition Parameters
        as
        candidates for acquisition, directly or indirectly, by the Partnership (any
        such
        asset, a “Proposed Qualified Asset”).  LMLP GP or
        Asset Manager shall submit the Acquisition Memorandum described in
Section 3.6(b) hereof with respect to the Proposed Qualified Asset
        or a Non-Parameter Asset that LMLP GP recommends for acquisition by the
        Partnership to the Executive Committee.  The Executive Committee shall
        have seven (7) Business Days after its receipt of the Acquisition Memorandum
        to
        approve or disapprove of the acquisition of a Proposed Qualified Asset or
        Non-Parameter Asset in accordance with Section 3.4 hereof.

       

      (b)           Acquisition
        Memorandum.  For each Proposed Qualified Asset and Non-Parameter
        Asset, LMLP GP or Asset Manager shall deliver to the Executive Committee
        an
        Acquisition Memorandum describing such Proposed Qualified Asset or Non-Parameter
        Asset in reasonable detail, including without limitation:

       

      (i)                 whether
        it is a Proposed Qualified Asset or a Non-Parameter Asset;

       

      (ii)                the
        size and location thereof;

       

      (iii)               the
        improvements thereon;

       

      (iv)               the
        operating history, if any, financial status and financial projections (for
        a
        minimum of five (5) years, including any anticipated expenditures or allowances)
        thereof;

       

      (v)                market
        data, including rental and sales comparables and competitive submarket survey,
        if necessary;

       

      (vi)               the
        material findings of all due diligence undertaken to date with respect thereto,
        if any, including a summary of any litigation involving the Proposed Qualified
        Asset or Non-Parameter Asset and the material findings to date of any
        Environmental Assessment and/or Physical Inspection Report;

       

      (vii)              photographs
        and site plans;

       

      (viii)             the
        estimated cost to the Partnership, including the estimated purchase price
        and
        estimated due diligence costs, the amount and material terms of any mortgage
        indebtedness to be assumed, incurred or taken subject to;

       

      


      
        
          
            
            

          

          
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      (ix)               the
        material provisions of the net lease or leases thereon and copies of such
        leases
        (or in the case of proposed leases, drafts or reasonably detailed abstracts
        of
        proposed leases);

       

      (x)                the
        identification of each tenant and financial information relating to each
        such
        tenant;

       

      (xi)               such
        other information and documentation any member of the Executive Committee
        may
        reasonably request and is reasonably available, including the purchase and
        sale
        agreement and loan documents.

       

      (c)           Assets
        Which Do Not Comply With Acquisition Parameters.  LMLP GP may
        submit net-leased assets that do not comply in all respects with the Acquisition
        Parameters (each, a “Non-Parameter Asset”) to the Executive Committee for
        approval pursuant to Section 3.6(a) hereof.

       

      (d)           Acquisition
        of Approved Qualified Assets.  Upon receipt of the written
        approval of a majority of the members of the Executive Committee as provided
        in
Section 3.6(a) above of the acquisition by the Partnership of a
        Proposed Qualified Asset or Non-Parameter Asset (any Proposed Qualified Asset
        or
        Non-Parameter Asset so approved, an “Approved Qualified
        Asset”), LMLP GP or Asset Manager shall take all commercially
        reasonable efforts on behalf of the Partnership to negotiate and execute
        all
        documents necessary to acquire the Approved Qualified Asset pursuant to and
        in
        accordance with the terms approved by the Partners (including formation of
        an SP
        Subsidiary, if applicable) and to complete due diligence that the General
        Partner deems reasonably necessary, including (to the extent not already
        completed) obtaining an Environmental Assessment and a Physical Inspection
        Report.  LMLP GP or Asset Manager shall keep the Executive Committee
        reasonably informed of the progress of the Partnership’s acquisition of any
        Approved Qualified Asset, including the material findings of all due diligence
        and of any material matters that arise during the course
        thereof.  Upon completion of all due diligence undertaken as specified
        above with respect to an Approved Qualified Asset and as a condition to
        completing the acquisition of the Approved Qualified Asset, LMLP GP or Asset
        Manager shall deliver to the Executive Committee a memorandum summarizing
        the
        material findings of the completed due diligence and any changes in the status
        of such Approved Qualified Asset since the date of the Acquisition Memorandum
        described in Section 3.6(b) above and the Executive Committee, in
        accordance with Section 3.4 hereof, shall confirm its continuing approval
        of the acquisition before LMLP GP commits (on a nonrefundable basis) the
        Partnership’s funds as provided below.  Upon request by any member of
        the Executive Committee, LMLP GP or Asset Manager will provide to the Executive
        Committee copies of the Environmental Assessment, the Physical Inspection
        Report
        and the survey after completion thereof.

       

      It
        is understood and agreed that (x)
        LMLP GP may deposit its own funds, or cause the Partnership to deposit
        Partnership funds, as refundable earnest money, and (y) the Partnership’s funds
        shall be substituted (and such funds reimbursed to LMLP GP) or committed,
        as the
        case may be, on a nonrefundable basis only after due diligence is completed
        and
        the Executive Committee has confirmed its continuing approval of the
        acquisition.  After the Partnership has committed its funds on a
        nonrefundable basis in

       

      


      
        
          
            
            

          

          
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      accordance
        with the prior sentence, if the terms of the acquisition change in any material
        respect from the terms described in the Acquisition Memorandum, such change
        shall require the consent of a majority of the members of the Executive
        Committee.

       

      An
        acquisition of a Approved Qualified
        Asset shall be made through SP Subsidiaries utilizing the SP Subsidiary
        Agreements.

       

      Within
        five (5) Business Days after the
        closing of the acquisition of an Approved Qualified Asset, LMLP GP shall
        deliver
        to the Partners a closing statement acknowledging the receipt of and setting
        forth the application of the Partners’ Capital Contributions and any other funds
        of the Partnership used to acquire such Approved Qualified Asset or to pay
        closing costs (including an estimate of costs not finalized at closing,
        including legal fees and costs) associated therewith.

       

      (e)           Disapproved
        Qualified Assets.  If the Executive Committee (x) disapproves any
        Proposed Qualified Asset or any proposed Non-Parameter Asset, (y) fails after
        the completion of due diligence to confirm its continuing approval of the
        acquisition of an Approved Qualified Asset as provided in Section 3.6(d)
        above,
        or (z) otherwise withdraws its approval of an Approved Qualified Asset as
        provided in Section 3.6(d) above, LMLP GP shall not cause or permit
        the Partnership to acquire such Proposed Qualified Asset, proposed Non-Parameter
        Asset or Approved Qualified Asset and the LMLP Partners or their designee
        shall
        have the right to acquire such Proposed Qualified Asset, proposed Non-Parameter
        Asset or Approved Qualified Asset for their own account or with or in connection
        with any other Person; provided that such right shall not apply if the
        members of the Executive Committee appointed by Inland vote to approve the
        acquisition in accordance with Section 3.4 hereof.

       

      (f)           Acquisition
        Costs.  Except as provided in this Section 3.6(f) and in
Section 3.6(g) hereof, LMLP GP or the Asset Manager (as the case may
        be) shall be liable for all costs and expenses (“Acquisition
        Costs”) arising in connection with the identification or evaluation of,
        the bidding on and the structuring and negotiation of and contracting for
        the
        acquisition or attempted acquisition of, and the due diligence undertaken
        in
        connection with, any Proposed Qualified Asset or Approved Qualified Asset
        (such
        activities, the “Acquisition Activities”); provided
        that:

       

      (i)                 the
        Partnership shall (x) reimburse LMLP GP or the Asset Manager (as the case
        may
        be) for all Acquisition Costs and (y) be liable for all reasonable and customary
        costs and expenses of Third Parties retained in connection with the Acquisition
        Activities related to Approved Qualified Assets;

       

      (ii)                the
        Partnership shall reimburse LMLP GP or the Asset Manager (as the case may
        be)
        for 60% of the Acquisition Costs in connection with Acquisition Activities
        related to Proposed Qualified Assets and Approved Qualified Assets that are
        disapproved by the Executive Committee;

       

      Notwithstanding
        the foregoing, but subject to Section 3.9 hereof, if for any reason other
        than pursuant to Article XI hereof any LMLP Affiliated Party (instead of
        the Partnership or an SP Subsidiary) acquires title to any Proposed Qualified
        Asset or Approved

       

      


      
        
          
            
            

          

          
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      Qualified
        Asset, LMLP shall pay all of the costs and expenses (and reimburse the
        Partnership for any refundable or nonrefundable deposits funded by the
        Partnership in connection with the acquisition of such asset) incurred or
        to be
        incurred in connection with the Acquisition Activities relating to such Proposed
        Qualified Asset or Approved Qualified Asset.

       

      (g)           Acquisition
        Fee.  Upon the acquisition of any Approved Qualified Asset by the
        Partnership or by an SP Subsidiary (including any Approved Qualified Asset
        contributed in whole or in part by LMLP to the Partnership), pursuant to
        this
Section 3.6, Inland shall pay LMLP GP or the Asset Manager an
        acquisition fee (the “Acquisition Fee”) equal to the sum of the
        gross purchase price of such acquired Approved Qualified Asset multiplied
        by
        0.425%.

       

      For
        example, if the purchase price of such acquired Approved Qualified Asset
        were
        $25 million, Inland’s Acquisition Fee would equal $106,250.

       

      Section
        3.7             Sale
        of Qualified Assets.

       

      (a)           Authority
        to Sell.  Subject to Article XI, the General Partner shall
        have no authority to and shall not initiate the sale of any Qualified Asset
        without approval by the Executive Committee in accordance with Section
        3.4 of this Agreement.

       

      (b)           Assets
        in Foreclosure.  In the event a lender to the Partnership or a SP
        Subsidiary has initiated or threatens to initiate a foreclosure proceeding
        with
        respect to any Qualified Asset securing such lender’s loan to the Partnership or
        such SP Subsidiary, and a Partner disagrees as to whether such Qualified
        Asset
        shall be transferred to the lender in satisfaction of such loan, the Partner
        not
        in favor of such transfer shall have the right to purchase such Qualified
        Asset
        from the Partnership for One Dollar ($1.00) provided such Partner assumes
        such
        loan in full and such lender releases the Partnership and any guarantors
        therefrom.  No adjustments to the Capital Contributions, Capital
        Commitments, or Capital Account shall be made on account of a transfer made
        in
        accordance with this Section 3.7(b).

       

      Section
        3.8             Partnership
        Indebtedness.

       

      (a)           Maximum
        Debt.  The Partnership on a consolidated basis with the SP
        Subsidiaries shall maintain a total debt (secured or unsecured) of not greater
        than seventy-five percent (75%) of the gross acquisition cost of the
        Partnership’s Qualified Assets; provided, that the gross acquisition cost of a
        Qualified Assumed Asset shall include the refinancing costs (including
        defeasance costs and prepayment costs) related to the Qualified Assumed
        Asset.  The total debt secured by any Qualified Asset shall not exceed
        75% of the gross acquisition cost of such Qualified Asset; provided, that
        the
        gross acquisition cost of a Qualified Assumed Asset shall include the
        refinancing costs (including defeasance costs and prepayment costs) related
        to
        the Qualified Assumed Asset.

       

      (b)           Non-Recourse
        to the Partners.  Notwithstanding anything to the contrary
        contained in this Agreement, the Partnership shall not incur debt that is
        recourse to the Partners, and the Partners shall not be liable for any debts
        or
        other obligations or liabilities incurred by the Partnership; provided, that,
        if
        a lender will not accept the Partnership as a

       

      


      
        
          
            
            

          

          
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      guarantor
        for “non-recourse carve-outs,” LMLP shall provide such “non-recourse carve-out”
guarantee.

       

      (c)           Cross-Default
        Provisions.  Unless approved by a Supermajority Vote of the
        Executive Committee, the Partnership shall not incur any indebtedness that
        contains cross-default provisions, except for cross-default provisions under
        the
        Existing Indebtedness and any financing the Partnership shall obtain pursuant
        to
Sections 3.8 (e) and (f) hereof.

       

      (d)           Loan
        Terms.  The Partnership shall endeavor to procure indebtedness,
        the terms of which will:

       

      (i)           not
        prohibit the replacement of the General Partner or the Asset Manager with
        a
        Person, including an Affiliate of Inland, so long as such Person meets the
        standards of the commercial mortgage backed securities market; and

       

      (ii)           not
        prohibit transfers pursuant to Articles VIII or XI
        hereof;

       

      in
        each
        case without triggering the due on sale provision, a prepayment penalty or
        an
        assumption fee (other than administrative fees and other nominal lender fees,
        including legal costs).

       

      (e)           Restriction
        on Indebtedness.  Notwithstanding anything in this Agreement to
        the contrary, but subject to Sections 3.8(a), (b), (c) and
(d), so long as any Preferred Equity is outstanding,
        the Partnership
        shall be prohibited from refinancing any Qualified Assumed Asset with allocated
        Preferred Equity without the prior written consent of LMLP; provided that
        the
        Partnership shall, without the approval of LMLP, be permitted to obtain a
        loan
        or loans to refinance any such Qualified Assumed Assets if (i) the annual
        total
        debt service payments required to be paid on such loan or loans is equal
        to or
        less than the payments that the Partnership is otherwise required to make
        on any
        Existing Indebtedness and any other indebtedness related to such Qualified
        Assumed Assets and the Preferred Equity being redeemed with the proceeds
        of such
        loan or loans, (ii) a portion of the proceeds of such loan or loans will
        be used
        to sufficiently redeem the Preferred Equity Redemption Amount related to
        such
        Qualified Assumed Asset in accordance with Section 7.1(a)(ii) hereof,
        (iii) such loan or loans are on commercially reasonable terms and (iv) LMLP
        is
        provided with 10 Business Days advance notice of the terms of each such loan
        or
        loans.

       

      (f)           Qualified
        Assumed Asset Debt Placement.  Notwithstanding anything in this
        Agreement to the contrary, but subject to Sections 3.8(a), (b),
(c) and (d), LMLP GP or LMLP is hereby authorized to
        obtain a loan
        or loans on behalf of the Partnership or an SP Subsidiary to refinance any
        or
        all of the Qualified Assumed Assets with allocated Preferred Equity, without
        the
        approval of the Executive Committee or the consent of Inland, so long as
        (i) the
        annual total debt service payments required to be paid on such loan or loans
        is
        equal to or less than the payments that the Partnership is otherwise required
        to
        make on any Existing Indebtedness and any other indebtedness related to such
        Qualified Assumed Assets and the Preferred Equity being redeemed with the
        proceeds of such loan or loans, (ii) a portion of

       

      


      
        
          
            
            

          

          
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      the
        proceeds of such loan or loans will be used to redeem the Preferred Equity
        Redemption Amount related to such Qualified Assumed Asset in accordance with
        Section 7.1(a)(ii) hereof, (iii) such loan or loans are on commercially
        reasonable terms and (iv) Inland is provided with 10 Business Days advance
        notice of the terms of each such loan or loans.

       

      (g)           Future
        Debt Placement.  For any future debt financings, the Partnership
        shall give each of Inland Mortgage Brokerage Corporation and Concord Debt
        Holdings LLC the opportunity to bid to place or originate such debt financing,
        but the Partnership shall not be obligated to use either Inland Mortgage
        Brokerage Corporation or Concord Debt Holdings LLC for any future debt
        financing.

       

      Section
        3.9             Business
        Opportunity.

       

      (a)           LMLP.

       

      (i)                 General.
        Each LMLP Affiliated Party may each engage in or possess any interest in
        other
        business ventures of any kind, independently or with others, including but
        not
        limited to the ownership, operation and management of net-leased real estate
        assets, except as provided in this Section 3.9(a).

       

      (ii)                 Exclusivity.
        During the Acquisition Period and except as provided in Section 3.9(iii)
        hereof or with respect to obligations to the existing joint ventures set
        forth
        on Schedule 3.9 hereto, (a) the LMLP Affiliated Parties shall not
        acquire, or earn any incentive fee for the management or leasing of, any
        net-leased assets which satisfy or comply with all of the “Acquisition
        Parameters,” and (b) LMLP GP shall make available for purchase by the
        Partnership, and the Partnership shall have the right to purchase pursuant
        to
Section 3.6 hereof, all net-leased assets offered to or discovered
        by the LMLP Affiliated Parties which satisfy or comply with all of the “Required
        Parameters” comprising the Acquisition Parameters (collectively, the
“Exclusivity Right”).

       

      (iii)                 Acquisition
        by LMLP Affiliated Parties. Notwithstanding anything to the contrary
        contained in this Agreement, any LMLP Affiliated Party may acquire (A) the
        assets LMLP GP is required to offer to the Partnership in accordance with
        this
Section 3.9(a) only (1) if the asset is owned by an LMLP Affiliated
        Party or related (through adjacent or common ownership or constitutes land
        or
        other assets underlying or constituting part of an asset owned by an LMLP
        Affiliated Party) to an asset owned by an LMLP Affiliated Party, (2) if the
        seller will accept only O.P. Units in exchange therefor, (3) if any LMLP
        Affiliated Party is required to offer the asset pursuant to an existing joint
        venture arrangement, or (4) after the Executive Committee (including at least
        one (1) of the two (2) members appointed by Inland) has disapproved such
        acquisition as provided in Section 3.4 hereof and (B) assets
        that it is not required to offer to the Partnership under this
Section 3.9(a).

       

      (iv)                 Termination
        of Exclusivity Right. Notwithstanding anything to the contrary contained in
        this Agreement, the Exclusivity Right and the provisions of this Section
        3.9(a) shall terminate on the earlier of (A) the expiration of the
        Acquisition Period and (B) at such time as the Executive Committee (including
        at
        least one (1) of the two (2) members appointed by Inland) disapproves, within
        any consecutive twelve (12) month period,

       

      


      
        
          
            
            

          

          
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       the
        lesser of (x) four (4) Proposed Qualified Assets or Approved Qualified Assets
        pursuant to this Agreement and (x) the number (but in no event less than
        three
        (3)) of Proposed Qualified Assets and Approved Qualified Assets requiring
        an
        equity investment by the Partnership of at least $100,000,000.00 assuming
        70%
        debt to the proposed purchase price.

       

      (v)                 LMLP
        Existing Joint Ventures. From time to time, upon reasonable written request
        from Inland, the LMLP Partners shall provide a schedule of the LMLP Affiliated
        Parties’ existing joint ventures’ respective investment criteria and exclusivity
        terms.  A current list the LMLP Affiliated Parties’ existing joint
        ventures’ respective investment criteria and exclusivity terms is set forth on
Schedule 3.9 hereto.

       

      (vi)                 LMLP
        Restrictions.

       

      (A)                                The
        LMLP Partners shall cause the LMLP Affiliated Parties not to directly or
        indirectly solicit or otherwise attempt to persuade any tenant of any Qualified
        Asset to vacate the Qualified Asset to purchase, or relocate to, another
        asset
        that is not a Qualified Asset.

       

      (B)                                LMLP
        and its Affiliates shall not discriminate against any Qualified Asset when
        making a proposal to any existing or prospective tenant in connection with
        the
        leasing of available space.

       

      (C)                                In
        the event that an LMLP Affiliated Party leases space to a then tenant of
        a
        Qualified Asset, LMLP GP, so long as it is the General Partner, shall provide
        written notice to Inland of such leasing activity.

       

      (b)           Inland.  Inland
        and any of its Affiliates and related parties may engage in or possess any
        interest in other business ventures of any kind, independently or with others,
        including but not limited to the ownership, operation and management of
        net-leased real estate asset.

       

      (c)           Duties
        and Conflicts.  Subject to LMLP GP’s obligation to present
        net-leased real estate assets to the Partnership pursuant to
Section 3.6 and Section 3.9(a) hereof, each Partner
        recognizes that the other Partners and their Affiliates have or may have
        other
        business interests, activities and investments, some of which may be in conflict
        or competition with the business of the Partnership, and that such Persons
        are
        entitled to carry on such other business interests, activities and
        investments.  The Partners and their Affiliates may engage in or
        possess an interest in any other business or venture of any kind, independently
        or with others, on their own behalf or on behalf of other entities with which
        they are affiliated or associated, and such Persons may engage in any
        activities, whether or not competitive with the Partnership, without any
        obligation (except as expressed in Sections 3.6 and 3.9(a)) to
        offer any interest in such activities to the Partnership or to any
        Partner.  Except as provided in Sections 3.6 or 3.9(a),
        neither the Partnership nor any Partner shall have any right, by virtue of
        this
        Agreement, in such activities, or the income or profits derived therefrom,
        and
        the pursuit of such activities, even if competitive with the business of
        the
        Partnership, shall not be deemed wrongful or improper.

       

      


      
        
          
            
            

          

          
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      Section
        3.10           Payments
        to the Asset Manager of the General Partner.

       

      (a)           Property
        Management Fee.  The General Partner shall cause the Partnership
        to pay to the Asset Manager (or its designee) pursuant to the Management
        Agreement an annual Property Management Fee (“Property Management
        Fee”) equal to the sum of (x) three percent (3%) of actual gross
        revenues for the fiscal year (or applicable portion thereof) derived from
        Qualified Assets encumbered by leases that provide for full recovery of the
        Property Management Fee from the tenant (“Gross Revenues”),
        plus (y) on Qualified Assets where the leases do not provide for full recovery
        of the Property Management Fee from the tenant, the amount recoverable for
        the
        fiscal year (or applicable portion thereof) from the tenants of such Qualified
        Assets for property management expenses under such leases (“Recoverable
        Amounts”), payable monthly.

       

      (b)           Partnership
        Management Fee.  The General Partner shall cause the Partnership
        to pay to the Asset Manager pursuant to the Management Agreement an annual
        Partnership Management Fee (“Partnership Management Fee”) equal
        to (x) so long as LMLP GP is the General Partner, Inland’s Percentage Interest
        multiplied by three hundred seventy five thousandths of a percent (0.375%)
        of
        the Equity Capital for a fiscal year (pro rated for partial years), or (y)
        so
        long as LMLP GP is no longer the General Partner, three hundred seventy five
        thousandths of a percent (0.375%) of the Equity Capital for a fiscal year
        (pro
        rated for partial years), in either case payable monthly and adjusted as
        provided herein.  Within thirty (30) days of the Partnership’s receipt
        of the annual reports described in Section 4.3 hereof for a fiscal
        year, the Asset Manager shall provide to the Partners a written statement
        of
        reconciliation (which the Partners shall have the right to contest) setting
        forth (x) the Equity Capital for such fiscal year (or partial year) and the
        Partnership Management Fee payable to the Asset Manager in connection therewith,
        pursuant to this Agreement, (y) the Partnership Management Fee already paid
        by
        the Partnership to the Asset Manager during such fiscal year (or partial
        year),
        and (z) either the amount owed to the Asset Manager by the Partnership
        (which shall be the excess, if any, of the Partnership Management Fee payable
        to
        the Asset Manager for such fiscal year (or partial year) pursuant to this
        Agreement over the Partnership Management Fee actually paid by the Partnership
        to the Asset Manager for such fiscal year (or partial year)) or the amount
        owed
        to the Partnership by the Asset Manager (which shall be the excess, if any,
        of
        the Partnership Management Fee actually paid by the Partnership to the Asset
        Manager for such fiscal year (or partial year) over the Partnership Management
        Fee payable to the Asset Manager for such fiscal year pursuant to this
        Agreement).  The Asset Manager or the Partnership, as the case may be,
        shall pay to the other the amount owed pursuant to clause (z) above within
        five (5) Business Days of the receipt by the Partners of the written statement
        of reconciliation described in this Section 3.10(b).

       

      In
        addition, a credit in an amount equal to three hundred seventy five thousandths
        of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated
        for
        partial years), less the Partnership Management Fee, as adjusted above (or
        the
        applicable portion thereof), shall accrue and be reserved on the Partnership
        books until a Capital Call is made by the General Partner in accordance with
        Section 5.1(b) hereof, whereupon the amount of the credit shall be
        applied, in whole or in part, to the extent necessary to fund LMLP’s pro rata
        shares of such Capital Call and will be treated for purposes of this Agreement
        as if each pro rata share of 

       

      


      
        
          
            
            

          

          
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      such
        amount were an actual Capital Contribution made by the respective LMLP Partner
        which (1) reduces the respective aggregate Capital Commitment of each LMLP
        Partner and (2) gives rise to an entitlement to allocations (but only out
        of
        subsequent Profits), and related distributions, in amounts that reflect the
        amounts that would have been allocated and distributed if such notional capital
        contributions had constituted actual Capital Contributions, including a return
        of such notional capital contributions to LMLP pursuant to Section 7.1
        hereof.

       

      (c)           Acquisition
        Fees.  Inland shall pay the Acquisition Fees in accordance with
        the provisions of Section 3.6(g).

       

      Section
        3.11           Exculpation.

       

      (a)           LMLP.  No
        LMLP Affiliated Party nor or any officer, director, trustee, shareholder,
        member, manager, partner, employee, Affiliate or agent of any LMLP Affiliated
        Party shall be liable, responsible or accountable in damages or otherwise
        to the
        Partnership or any other Partner for any act or omission on behalf of the
        Partnership, in good faith and within the scope of the authority conferred
        on
        LMLP GP as General Partner under this Agreement or otherwise under this
        Agreement or the Asset Manager, as the case may be, or by law unless such
        act or
        failure to act (i) is or results in a breach of any representation,
        warranty or covenant of any LMLP Partner contained in this Agreement or any
        other agreement entered into in connection therewith or related thereto,
        (ii) was fraudulent or committed in bad faith or (iii) constituted
        gross negligence, willful misconduct or a breach of fiduciary duty.

       

      (b)           Inland.  None
        of Inland, or any officer, director, trustee, shareholder, member, manager,
        partner, employee, Affiliate or agent of Inland, or any Affiliate of Inland
        shall be liable, responsible or accountable in damages or otherwise to the
        Partnership or to any other Partner for any act or omission on behalf of
        the
        Partnership, in good faith and within the scope of authority conferred on
        Inland
        under this Agreement or by law unless such act or failure to act (i) is or
        results in a breach of any representation, warranty or covenant of Inland
        contained in this Agreement or any other agreement entered into in connection
        therewith or related thereto, (ii) was fraudulent or committed in bad faith
        or (iii) constituted gross negligence, willful misconduct or a breach of
        fiduciary duty.

       

      (c)           Survival.  The
        provisions of this Section 3.12 shall survive any termination of the
        Partnership or this Agreement.

       

      Section
        3.12           Indemnification.

       

      (a)           By
        the Partnership.  The Partnership shall indemnify, defend and hold
        harmless any Person (an “Indemnified Party”) who was or is a
        party or is threatened to be made a party to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal, administrative
        or
        investigative, by reason of any act or omission or alleged act or omission
        arising out of such Indemnified Party’s activities as (i) a Partner or an
        officer, director, trustee, shareholder, member, manager, partner, employee,
        Affiliate or agent of the Partner, (ii) the General Partner or the Asset
        Manager or an officer, director, trustee, shareholder, member, manager, partner,
        employee, Affiliate or agent of any of them on behalf of the Partnership
        or in
        furtherance of the interest of the Partnership, or (iii) LMLP or any LMLP
        

      


      
        
          
            
            

          

          
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      Affiliated
        Party, but only if LMLP GP is no longer the General Partner, that is obligated
        to enter into a direct financial obligation (including, without limitation,
        a
“non-recourse carve-out” guarantee) in connection with the financing of any
        Qualified Asset, in each case against personal liability, claims, losses,
        damages and expenses for which such Indemnified Party has not been reimbursed
        by
        insurance proceeds or otherwise (including reasonable attorneys’ fees,
        judgments, fines and amounts paid in settlement) actually and reasonably
        incurred by such Indemnified Party in connection with such action, suit or
        proceeding and any appeal therefrom, unless such Indemnified Party
        (A) acted fraudulently, in bad faith or with gross negligence or willful
        misconduct or (B) by such act or failure to act breached any
        representation, warranty or covenant contained in this Agreement, which breach
        had or has a material adverse effect on the Partnership or any Partner and,
        if
        capable of cure, is not cured within fifteen (15) days after notice thereof
        by
        the aggrieved Partner(s).  Any indemnity by the Partnership under this
        Agreement shall be provided out of, and to the extent of, Partnership revenues
        and assets only, and no Partner shall have any personal liability on account
        thereof.  The indemnification provided under this
Section 3.12 shall (x) be in addition to, and shall not limit
        or diminish, the coverage of the Partners or any Affiliates under any insurance
        maintained by the Partnership and (y) apply to any legal action, suit or
        proceeding commenced by a Partner or in the right of a Partner or the
        Partnership.  The indemnification provided under this
Section 3.12 shall be a contract right and shall include the right
        to be reimbursed for reasonable expenses incurred by any such Indemnified
        Party
        within thirty (30) days after such expenses are incurred.

       

      (b)           By
        the LMLP Partners.  The LMLP Partners, so long as LMLP GP is the
        General Partner, shall indemnify and hold harmless Inland and any Affiliate
        and
        related party or agent thereof from and against any liabilities, claims,
        losses,
        damages and expenses incurred by any such person (including reasonable
        attorneys’ fees, judgments, fines and amounts paid in settlement) as a result of
        any act or omission by any LMLP Affiliated Party which (i) constitutes or
        results in a breach of any representation, warranty or covenant of any LMLP
        Partner contained in this Agreement or any other agreement entered into in
        connection herewith or related hereto, (ii) was performed or omitted
        fraudulently or in bad faith or (iii) constituted gross negligence, willful
        misconduct or breach of fiduciary duty.

       

      (c)           By
        Inland.  Inland, so long as LMLP GP is no longer the General
        Partner, shall indemnify and hold harmless the LMLP Affiliated Parties or
        agent
        thereof from and against any liabilities, claims, losses, damages and expenses
        incurred by any such person (including reasonable attorneys’ fees, judgments,
        fines and amounts paid in settlement) as a result of any act or omission
        by
        Inland or any successor General Partner which (i) constitutes or results in
        a breach of any representation, warranty or covenant of Inland or any successor
        General Partner contained in this Agreement or any other agreement entered
        into
        in connection herewith or related hereto, (ii) was performed or omitted
        fraudulently or in bad faith or (iii) constituted gross negligence, willful
        misconduct or breach of fiduciary duty.

       

      
        ARTICLE
          IV
BOOKS
          AND
          RECORDS; REPORTS TO PARTNERS

         

        Section
          4.1            Books.  The
          General Partner shall maintain or cause to be maintained separate, full
          and
          accurate books and records of the Partnership, and any Partner or any authorized
          representative of any Partner, shall have the right to inspect, examine
          

      

       

      


      
        
          
            
            

          

          
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      and
        copy the same and to meet with employees of the
        General Partner responsible for preparing the same at reasonable times during
        business hours and upon reasonable notice.  All policies of the
        Partnership with respect to the maintenance of such books and records shall
        be
        subject to approval by all of the Partners.

      
 

      
      

      Section
        4.2             Monthly
        and Quarterly Reports.

       

      (a)           Monthly
        Reports.  The General Partner shall prepare and distribute to
        Inland within twenty (20) days after the last day of each month a report
        with
        respect to the Partnership, which shall include (i) unaudited financial
        statements, consisting of at least an operating statement for the monthly
        period
        and year-to-date showing variances from the Annual Budget portion of the
        Annual
        Plan and (ii) a schedule of aged accounts receivable and accounts payable.
        Variances from any line item in the Annual Budget exceeding the greater of
        One
        Hundred Thousand Dollars ($100,000) and ten percent (10%) of the amount
        allocated to such budget line item through the end of such month shall be
        explained in writing, unless already approved by the Executive Committee
        pursuant to Section 3.4 hereof.

       

      (b)           Quarterly
        Reports.  The General Partner shall, no later than the thirtieth
        (30th) day after the end of each fiscal quarter, prepare and
        distribute:

       

      (i)                 a
        year-to-date consolidated report with respect to the Partnership (with the
        last
        month of each such report comprised of forecasted, rather than actual, results),
        prepared in accordance with generally accepted accounting principles,
        consistently applied, including (a) a balance sheet, (b) a profit and loss
        statement, (c) a statement of changes in the Partners’ Capital Accounts, (d) a
        report briefly describing each variance from the applicable budget line item
        in
        the consolidated Annual Budget portion of the Annual Plan exceeding the greater
        of One Hundred Thousand Dollars ($100,000) and ten percent (10%) of the amount
        allocated to such budget line item through the date of such report, and (e)
        calculations in sufficient  detail to verify the accuracy of all fees
        and other amounts paid or payable to the Asset  Manager under the
        Management Agreement;

       

      (ii)                 a
        report with respect to each Qualified Asset, including an operating statement
        for the quarter and year-to-date showing each variance from the budget line
        items in the Annual Budget portion of the Annual  Plan, and a
        narrative describing material changes in property operations, physical
        condition, capital expenditures and leasing and occupancy; and

       

      (iii)                 so
        long as LMLP GP is the General Partner, such other reports, statements and
        information regarding the Partnership and Qualified Assets as Inland may
        reasonably request from time to time.

      
        


        Section
          4.3            Annual
          Reports.  The General Partner shall prepare and
          distribute to Inland within (x) forty-five (45) days after the end of each
          fiscal year draft unaudited financial statements with respect to the
          Partnership, and (y) within seventy-five (75) days after the end of each
          fiscal
          year audited financial statements with respect to the
          Partnership.  Such financial statements shall be prepared in
          accordance with generally accepted accounting principles, consistently
          applied,
          and shall be audited at the Partnership’s expense by 

      

      


      
        
          
            
            

          

          
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such
        nationally recognized firm of independent certified public accountants approved
        by the Executive Committee as provided in Section 3.4
        hereof.  All reports delivered pursuant to this
Section 4.3 shall also include unaudited calculations in sufficient
        detail to verify the accuracy of all distributions paid by the
        Partnership.

       

      Section
        4.4            Accountants;
        Tax Returns.  The General Partner shall also engage such
        nationally recognized firm of independent certified public accountants approved
        by the Executive Committee as provided in Section 3.4 hereof to
        review, or to sign as preparer, all federal, state and local tax returns
        which
        the Partnership is required to file.  The General Partner will furnish
        to each Partner within one hundred twenty (120) days after the end of each
        calendar year, or as soon thereafter as is practicable, a Schedule K-1 or
        such other statement as is required by the Internal Revenue Service which
        sets
        forth such Partner’s share of the profits or losses and other relevant fiscal
        items of the Partnership for such fiscal year.  If requested by a
        Partner, the General Partner shall deliver to such Partner copies of any
        federal, state and local income tax returns and information returns which
        the
        Partnership is required to file.

       

      Section
        4.5             Accounting
        and Fiscal Year.  The General Partner shall keep the
        Partnership books and records on the accrual basis.  The fiscal year
        of the Partnership shall end on December 31.

       

      Section
        4.6             Partnership
        Funds.

       

      (a)           Generally.  The
        funds of the Partnership shall be deposited into such account or accounts
        as are
        designated by the General Partner.  All withdrawals from or charges
        against such accounts shall be made by the General Partner or by those Persons
        designated from time to time by the General Partner.

       

      (b)           Restrictions
        on Deposits.  Pending distribution or expenditure in accordance
        with the terms of this Agreement, funds of the Partnership may be invested,
        in
        the reasonable discretion of the General Partner, in United States government
        obligations, insured obligations which are rated not lower than AA by Standard
        & Poor’s or have a comparable rating from a nationally recognized rating
        agency, collateralized bank time deposits, repurchase agreements, money market
        funds, commercial paper which is rated not lower than P-1, certificates of
        deposit which are rated not lower than AA by Standard & Poor’s or have a
        comparable rating from a nationally recognized rating agency, banker’s
        acceptances eligible for purchase by the Federal Reserve and bonds and other
        evidences of indebtedness and preferred stock which are rated not lower than
        AA
        by Standard & Poor’s or are of a comparable credit quality.

      
        


        Section
          4.7             Insurance.  The
          General Partner shall cause the tenant or tenants of each Qualified Asset
          to
          maintain insurance thereon of such types and in such amounts that are in
          accordance with the applicable lease.  Unless otherwise determined by
          Supermajority Vote of the Executive Committee, the General Partner shall
          cause
          the Partnership to obtain, at the Partnership’s expense, such types and amounts
          of insurance that the tenant or tenants of any Qualified Asset are not
          required
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      insurance
        standards listed on Schedule 4.7 hereto, as may be revised from time
        to time by a Supermajority Vote of the Executive Committee.

       

       

      ARTICLE
        V
CONTRIBUTIONS

       

      Section
        5.1             Capital
        Contributions.

       

      (a)           Generally;
        Percentage Interests.  LMLP shall make an Initial Capital
        Contribution to the Partnership by contributing to the Partnership cash in
        an
        amount set forth on Schedule 1 hereto and Contributed Assets pursuant to
        the Contribution Agreement having a value set forth on Schedule 1 to the
        Contribution Agreement.  Inland shall make an Initial Capital
        Contribution to the Partnership by contributing to the Partnership cash in
        the
        amount set forth on Schedule 1 hereto; provided, that (i) Inland shall
        receive a $250,000 credit to be applied to its Initial Capital Contribution
        (from the first amounts otherwise required to be contributed) as satisfaction
        of
        its underwriting fees in connection with the formation of the Partnership,
        and
        (ii) Inland shall not be required to make an Initial Capital Contribution
        in
        excess of $253,000,000, less the designated amounts with respect to each
        Cap/Ex
        Lease Assumed Asset (which shall not exceed $3,000,000) (the “Cap
        Ex/Lease Assumed Asset Amount”), but only to the extent one or more of
        the Cap Ex/Lease Assumed Assets are acquired .  Except as provided in
        this Section 5.1, (i) no Partner shall be obligated to make any
        Additional Capital Contribution or Extraordinary Funding to the Partnership
        and
        (ii) any Additional Capital Contribution or Extraordinary Funding shall be
        made by the Partners in proportion to their respective Percentage Interests
        as
        determined at the time of the Capital Call or Extraordinary Call.  The
        Partners shall have the Percentage Interests in the Partnership set forth
        opposite each Partner’s name on Schedule 1 hereto.

       

      The
        aggregate Purchase Price for all of the Qualified Assumed Assets shall be
        $940,000,000.00, subject to adjustment in accordance with the Contribution
        Agreement, the Purchase Agreement and the Letter Agreement.  Subject
        to the Contribution Agreement, the Purchase Agreement and the Letter Agreement,
        the Qualified Assumed Assets shall be acquired by the Partnership, from time
        to
        time, prior to March 1, 2008.  Simultaneously with the acquisition of
        a Qualified Assumed Asset, (i) Inland shall make an attendant Initial Capital
        Contribution in cash in an amount equal to the product of 0.85 multiplied
        by the
        difference between (x) the Purchase Price (as adjusted pursuant to the
        Contribution Agreement or the Purchase Agreement and the Letter Agreement)
        of
        such Qualified Assumed Asset and (y) the principal balance of any mortgage
        financing secured by such Qualified Assumed Asset and the amount of Preferred
        Equity determined in accordance with the Letter Agreement; and (i) LMLP shall
        make an attendant Initial Capital Contribution in cash or in Contributed Assets in an
        amount  or having a value equal to the product of 0.15 multiplied by
        the difference between the Purchase Price (as adjusted pursuant to the
        Contribution Agreement or the Purchase Agreement and the Letter Agreement)
        of
        such Qualified Assumed Asset less the principal balance of any mortgage
        financing secured by such Qualified Assumed Asset and the amount of Preferred
        Equity determined in accordance with the Letter Agreement.

      
         

        In
          the
          event that by March 1, 2008 not all of the Qualified Assumed Assets have
          been
          acquired by the Partnership and LMLP has made a Capital 

      

      


      
        
          
            
            

          

          
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Contribution in excess of 15% of the aggregate Capital
        Contributions of
        the Partners, then the General Partner shall cause the amount of LMLP's Capital
        Contribution that is in excess of 15% of the aggregate Capital Contributions
        of
        the Partners to accrue and be reserved on the Partnership’s books as a credit
        toward satisfying LMLP’s share of any future Capital Call and such credit shall
        be treated as if it were an actual Capital Contribution for purposes of
        determining corresponding allocations and distributions.

      
      

      (b)           Additional
        Capital Contributions.  In the event the Partnership requires
        capital to acquire an Approved Qualified Asset during the Acquisition Period,
        the General Partner shall be entitled to require, by written notice to the
        Partners, an additional Capital Contribution (an “Additional Capital
        Contribution”) from the Partners in an amount not in excess of the
        amount necessary to acquire such Approved Qualified Asset plus all reasonable
        and customary costs and expenses incurred by the Partnership in connection
        therewith; provided that (x) each Partner shall be required to
        contribute the amount determined by multiplying such Partner’s Percentage
        Interest by the amount of such Additional Capital Contribution and (y) no
        Partner shall be required to contribute the amount described in clause (x)
        above if such amount, when added to the total of all of such Partner’s prior
        Capital Contributions, exceeds such Partner’s Capital Commitment.  If
        the General Partner shall provide to the Partners a written notice calling
        for
        an Additional Capital Contribution (any such notice, a “Capital
        Call”) setting forth the total amount of such Additional Capital
        Contribution, the amount of each Partner’s share of such Additional Capital
        Contribution as determined pursuant to clause (x) above and the due date on
        which the General Partner is requiring that such Additional Capital Contribution
        be contributed to the Partnership, which due date shall be at least ten (10)
        Business Days after the date on which the Partners actually received the
        Capital
        Call and not more than one (1) Business Day prior to the scheduled closing
        of
        the acquisition of such Approved Qualified Asset; each Partner shall contribute
        its share of such Additional Capital Contribution in immediately available
        funds
        on or before such due date.  If the acquisition of an Approved
        Qualified Asset fails to close and the General Partner determines there will
        not
        be a closing within fifteen (15) days of the date of the originally scheduled
        closing, the General Partner (x) shall inform the Partners of such failure
        and return each Partner’s share of the Additional Capital Contribution made with
        respect thereto and (y) each Partner’s Capital Contribution shall be
        restored to the level thereof immediately prior to such Additional Capital
        Contribution.  If, at any time after the Partners have each
        contributed their entire Capital Commitment, the Partners elect to contribute
        additional capital, the Partners shall contribute such additional capital
        in
        accordance with their respective Percentage Interests.

       

      (c)           Extraordinary
        Fundings.  In the event the Partnership requires additional funds
        to cover any costs and expenses for which the Partnership has insufficient
        funds, including tenant improvements and capital expenditures, the General
        Partner may make a written request therefor (any such request, an
“Extraordinary Call”) setting forth the amount requested and
        the due date therefor, which due date shall be at least ten (10) Business
        Days
        after the date on which the Partners actually received the Extraordinary
        Call;
provided that (i) any amount requested shall not exceed 5% of the
        Purchase Price of the Qualified Asset if such funds are to be used for a
        specific Qualified Asset or (ii) the aggregate of all amounts requested shall
        not exceed $20,000,000 if such funds are to be used for the Partnership
        generally (such amount, the “Extraordinary Call Cap”);
provided further that no Partner shall be required to contribute
        any
        capital to the Partnership in excess of such Partner’s Capital
        Commitment.  Each 

       

      


      
        
          
            
            

          

          
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Partner shall be required to fund an amount equal to
        the amount
        determined by multiplying such Partner’s Percentage Interest by the amount set
        forth in such approved Extraordinary Call (each such Extraordinary Call required
        to be funded hereunder, an “Extraordinary
        Funding”).  Each Extraordinary Funding shall be made as a
        supplementary capital contribution by the Partners to the Partnership (any
        such
        contribution, an “Extraordinary Capital Contribution”). Each
        Partner shall contribute its share of such Extraordinary Capital Contribution
        in
        immediately available funds on or before the due date in the Extraordinary
        Call.

       

      (d)           Failure
        to Fund an Additional Capital Contribution or Extraordinary
        Funding.  If any Partner (a “Defaulting Partner”)
        fails to make any Additional Capital Contribution or Extraordinary Funding
        which
        it is required to make under this Section 5.1 by the due date
        therefor, then any non-defaulting Partner shall not be permitted to make
        such
        Additional Capital Contribution or Extraordinary Funding, but may, at its
        election, make a loan to the Partnership (a “Priority Loan”) in
        an amount equal to the amount that Additional Capital Contribution or
        Extraordinary Funding required.  Upon election to make a Priority
        Loan, (i) the non-defaulting Partner shall loan to the Partnership the amount
        of
        the Defaulting Partner’s share of the Additional Capital Contribution or
        Extraordinary Funding, as the case may be, as determined in accordance with
        Section 5.1(b) or Section 5.1(c), as the case may be, (ii) such Priority
        Loan
        shall bear interest at a rate of 18% per annum cumulative compounded from
        the
        date such Priority Loan is made, (iii) the Annual Budget portion of the Annual
        Plan shall be amended to reflect such Priority Loan, and (iv) such Priority
        Loan
        (including interest accrued thereon) shall be repaid from Net Cash Flow from
        Operations or Net Cash from Sales or Refinancing prior to any
        distribution.

       

      Section
        5.2            Preferred
        Equity Capital Contribution.  Upon the acquisition of a
        Qualified Assumed Asset and subject to Section 3.8(a), LMLP shall make a
        Preferred Equity Capital Contribution in an amount determined in accordance
        with
        this Agreement and the Letter Agreement; provided that the aggregate Preferred
        Equity Capital Contribution shall not exceed $216,248,000.00.  The
        Preferred Equity shall be redeemed by the Partnership (i) in accordance with
        Section 7.1(a)(ii) and Section 11.3(g) hereof and (ii) at the
        election of either the Partnership or LMLP, if any Preferred Equity remains
        outstanding on the tenth anniversary of the date first set forth above, on
        the
        tenth anniversary of the date first set forth above in full together with
        all
        accrued and unpaid Preferred Equity Return.  The General Partner shall
        update Schedule 1 hereto to reflect the Preferred Equity Capital
        Contribution and any redemption of Preferred Equity pursuant to this Section
        5.2 or Section 7.1 hereof.  

       

      Section
        5.3            Return
        of Capital Contribution.  Except as otherwise expressly
        provided in this Agreement, (a) the Capital Contribution of a Partner will
        be returned to that Partner only in the manner and to the extent provided
        in
Article VII and Article IX hereof and (b) no
        Partner shall have any right to demand or receive the return of its Capital
        Contribution.  In the event the Partnership is required or compelled
        to return any Capital Contribution, no Partner shall have the right to receive
        assets other than cash.  No Partner shall be entitled to interest on
        its Capital Contribution or Capital Account notwithstanding any disproportion
        therein as between the Partners.

      
         

        Section
          5.4             Liability
          of the Limited Partners.  No Limited Partner shall have
          any personal liability to the Partnership, to any Partner, to the creditors
          of
          the 

      

      


      
        
          
            
            

          

          
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      Partnership
        or to any other Person for any debt,
        liability or obligation of the Partnership.  No Limited Partner shall
        be required to contribute funds or capital to the Partnership in excess of
        its
        Capital Commitment although Limited Partners may at their option contribute
        funds in excess of their respective Capital Commitments pursuant to
Section 5.1(c) and Section 5.1(d) hereof.

       

      
      

      Section
        5.5             No
        Third Party Beneficiaries.  The foregoing provisions of
        this Article V are not intended to be for the benefit of any
        creditor of the Partnership or any other Person, and no creditor of the
        Partnership or any other Person may rely on the commitment of any Partner
        to
        make any Capital Contribution.  Additional Capital Contributions and
        Extraordinary Fundings are not payable unless and until the conditions set
        forth
        in Section 5.1 hereof have been satisfied, and no creditor of the
        Partnership or any other Person shall have, or be given, any right to cause
        a
        Capital Call or Extraordinary Call to be given by the General
        Partner.

       

      ARTICLE
        VI
MAINTENANCE
        OF CAPITAL ACCOUNTS;
ALLOCATION
        OF PROFITS AND LOSSES
FOR
        BOOK AND TAX PURPOSES

       

      Section
        6.1             Capital
        Accounts.

       

      (a)           Generally:  Credits
        to Capital Accounts.  A Capital Account shall be established and
        maintained for each Partner.  Initially, the Capital Account of each
        Partner shall be credited with each Partner’s respective Initial Capital
        Contribution.  Thereafter, each Partner’s Capital Account shall be
        credited with any Preferred Equity Capital Contributions, Additional Capital
        Contributions or Extraordinary Capital Contributions made or contributed
        by such
        Partner and such Partner’s allocable share of Profits, any individual items of
        income and gain allocated to such Partner pursuant to the provisions of this
        Article VI, and the amount of additional cash, or the Fair Market
        Value of any Partnership asset (net of any liabilities assumed by the
        Partnership and liabilities to which the asset is subject), contributed to
        the
        Partnership by such Partner or deemed contributed to the Partnership by such
        Partner in accordance with Regulations
        Section 1.704-1(b)(2)(iv)(c).

       

      (b)           Debits
        to Capital Account.  The Capital Account of each Partner shall be
        debited with the Partner’s allocable share of Losses, any individual items of
        expenses and loss allocated to such Partner pursuant to the provisions of
        this
Article VI, the amount of any cash distributed to such Partner and
        the Fair Market Value of any Partnership asset (net of any liabilities assumed
        by the Partner and liabilities to which the asset is subject) distributed
        to
        such Partner or deemed distributed to such Partner in accordance with
        Regulations Section 1.704-1(b)(2)(iv)(c).

      
        


        (c)           Capital
          Account of Transferee.  In the event that any Percentage Interest
          of a Partner is transferred in accordance with the terms of this Agreement,
          the
          transferee shall succeed to the Capital Account of the transferor to the
          extent
          it relates to the transferred Percentage Interest in such
          Partner.

      

      


      
        
          
            
            

          

          
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      (d)           Adjustments
        of Book Value.  In the event that the Book Value of any
        Partnership asset is adjusted as described in the definition of “Book Value”,
        the Capital Accounts of all Partners shall be adjusted in accordance with
        Regulation Section 1.704-1(b)(2)(iv)(f) or Regulation
        Section 1.704-1(b)(2)(iv)(m), as applicable, to reflect such
        adjustment.

       

      (e)           Compliance
        with Regulations.  The foregoing provisions and the other
        provisions of this Agreement relating to the maintenance of Capital Accounts
        are
        intended to comply with Regulation Section 1.704-1(b) and shall be
        interpreted and applied in a manner consistent with such
        Regulation.  In the event that the General Partner shall determine
        that it is prudent to modify the manner in which the Capital Accounts, or
        any
        debits or credits thereto, are computed in order to comply with such Regulation,
        the General Partner may make such modification; provided, however, that if
        such
        modification constitutes a Material Modification, it shall become effective
        only
        upon the consent of any Partner to whom such modification would constitute
        a
        Material Modification.

       

      Section
        6.2             Profits
        and Losses.

       

      (a)           Allocation.  For
        each Partnership taxable year or portion thereof, Profit and Loss shall be
        allocated (after all allocations pursuant to Section 6.3 hereof have been
        made) in such a manner so as to cause the Partially Adjusted Capital Accounts
        of
        the Partners to equal, as nearly as possible, their respective Target
        Accounts.

       

      (b)           Adjustments
        to “Profits” and “Losses”.  When used in this Agreement,
“Profits” and “Losses” shall mean, for each
        fiscal year or other period, an amount equal to the Partnership’s taxable income
        or loss for such year or period, determined in accordance with Code
        Section 703(a) (for this purpose, all items of income, gain, loss or
        deduction required to be stated separately pursuant to Code
        Section 703(a)(1) shall be included in taxable income or loss), and
        otherwise in accordance with the methods of accounting followed by the
        Partnership for federal income tax purposes, with the following
        adjustments:

       

      (i)                 any
        income of the Partnership that is exempt from federal income tax and not
        otherwise taken into account in computing Profits or Losses shall be added
        to
        such taxable income or loss;

       

      (ii)        
               any items that are specially allocated
        pursuant to this Agreement shall not be taken into account in computing Profits
        or Losses;

       

      (iii)        
              any expenditure of the Partnership described
        in Section 705(a)(2)(B) of the Code (or treated as such under Regulation
        Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in
        computing Profits or Losses pursuant to this Definition shall be deducted
        from
        such taxable income or loss;

      
        


        (iv)                any
          depreciation, amortization and/or cost recovery deductions with respect
          to any
          asset shall be deemed to be equal to the Book Depreciation available with
          respect to such asset;

      

      


      
        
          
            
            

          

          
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      (v)                 the
        computation of all items of income, gain, loss and deduction shall be made
        without regard to any basis adjustment under Section 743 of the
        Code;

       

      (vi)                in
        the event the Book Value of any Partnership asset is adjusted pursuant to
        the
        definition of Book Value, the amount of such adjustment shall be taken into
        account as gain or loss from the disposition of such asset for purposes of
        computing Profits or Losses; and

       

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

       

      Section
        6.3             Regulatory
        Allocations.

       

      (a)           Minimum
        Gain Chargeback.  If there is a net decrease in Partnership
        Minimum Gain during any fiscal year, each Partner shall be specially allocated
        items of Partnership income and gain for such fiscal year (and, if necessary,
        subsequent fiscal years) in an amount equal to such Partner’s share of the net
        decrease in Partnership Minimum Gain, as determined under Regulations
        Section 1.704-2(g).  Allocations pursuant to the previous
        sentence shall be made in proportion to the respective amounts required to
        be
        allocated to each Partner pursuant thereto.  The items to be so
        allocated shall be determined in accordance with Regulations Sections
        1.704-2(f)(6) and 1.704-2(j)(2).  This Section 6.3(a) is
        intended to comply with the “minimum gain chargeback” requirements of
        Regulations Section 1.704-2(f) and shall be interpreted consistently
        therewith.

       

      (b)           Chargeback
        Attributable to Partner Nonrecourse Debt.  If there is a net
        decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year
        attributable to a Partner Nonrecourse Debt, each Partner with a share of
        Partner
        Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt
        at
        the beginning of such year shall be specially allocated items of income and
        gain
        for such fiscal year (and, if necessary, for subsequent fiscal years) in
        an
        amount equal to such Partner’s share of the net decrease in Partner Nonrecourse
        Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined
        in
        accordance with Regulations Section 1.704-2(i)(4) and
        (5).  Allocations pursuant to the previous sentence shall be made in
        proportion to the respective amounts required to be allocated to each Partner
        pursuant thereto.  The items to be so allocated shall be determined in
        accordance with Regulations Sections 1.704-2(i)(4) and
        1.704-2(j)(2).  This Section 6.3(b) is intended to comply
        with the “minimum gain chargeback” requirements of Regulations
        Section 1.704-2(i)(4) and shall be interpreted consistently
        therewith.

       

      (c)           Qualified
        Income Offset.  If any Partner unexpectedly receives any
        adjustment, allocation or distribution described in Regulations
        Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in or increases
        an Adjusted Capital Account Deficit for the Partner, such Partner shall be
        allocated items of income and book gain in an amount and manner sufficient
        to
        eliminate such Adjusted Capital Account Deficit or increase therein as quickly
        as possible; provided, that an allocation pursuant to this
Section 6.3(c) shall be made if and only to the extent that such
        Partner would have an Adjusted Capital Account Deficit after all 

       

      


      
        
          
            
            

          

          
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      other
        allocations provided in this Article VI have been tentatively made
        as if this Section 6.3(c) were not in the Agreement.  This
Section 6.3(c) is intended to constitute a “qualified income offset”
as provided by Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
        interpreted consistently therewith.

       

      (d)           Partner
        Nonrecourse Deductions.  Items of Partnership loss, deduction or
        Section 705(a)(2)(B) expenditures that are attributable to a Partner
        Nonrecourse Debt (“Partner Nonrecourse Deductions”) shall be
        allocated among the Partners who bear the Economic Risk of Loss for such
        Partner
        Nonrecourse Debt in the ratio in which they share Economic Risk of Loss for
        such
        Partner Nonrecourse Debt.  This provision is to be interpreted in a
        manner consistent with the requirements of Regulations
        Section 1.704-2(b)(4) and (i)(1).

       

      (e)           Limitation
        on Allocation of Net Loss.  To the extent any allocation of Losses
        or other items of loss or deduction would cause or increase an Adjusted Capital
        Account Deficit as to any Partner, such allocation shall be reallocated among
        the other Partners in accordance with their respective Percentage Interests,
        subject to the limitations hereof.

       

      (f)           Curative
        Allocation.  The allocations set forth in this
Section 6.3 (the “Regulatory Allocations”) are
        intended to comply with certain requirements of the applicable Regulations
        promulgated under Code Section 704(b).  Notwithstanding any other
        provision of this Article VI, the Regulatory Allocations shall be
        taken into account in allocating other operating Profits, Losses and other
        items
        of income, gain, loss and deduction to the Partners for Capital Account purposes
        so that, to the extent possible, the net amount of such allocations of Profits,
        Losses and other items shall be equal to the amount that would have been
        allocated to each Partner if the Regulatory Allocations had not
        occurred.

       

      Section
        6.4             Allocation
        of Tax Items for Tax Purposes.

       

      (a)           Generally.  Subject
        to Sections 1.704-1(b)(4)(i) and 1.704-1(b)(2)(iv)(m) of the Regulations
        and
        except as otherwise provided in this Article VI, allocations of income,
        gain, loss, deduction and credit for federal, state and local tax purposes
        shall
        be allocated to the Partners in the same manner and amounts as the book items
        corresponding to such tax items are allocated for Capital Account
        purposes.

       

      (b)           Recapture
        Income.  Notwithstanding Section 6.4(a) hereof, if
        there is a gain on any sale, exchange or other disposition of Partnership
        assets
        and all or a portion of such gain is characterized as ordinary income by
        virtue
        of the recapture rules of Code Section 1245 or 1250, or under the
        corresponding recapture rules of state or local income tax law, as the case
        may
        be, then, to the extent possible, such recapture income for United States
        and
        state and local tax purposes shall be allocated to the Partners in the ratio
        that they were allocated Tax Depreciation previously taken and allowed with
        respect to the Partnership assets being sold or otherwise disposed
        of.

      
        


        (c)           Section 754
          Adjustments.  Notwithstanding Section 6.4(a) hereof,
          any increase or decrease in the amount of any items of income, gain, loss,
          deduction or credit for tax purposes attributable to an adjustment to the
          basis
          of Partnership assets made 

      

      


      
        
          
            
            

          

          
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      pursuant
        to a valid election or deemed election under Sections 732(d), 734, 743, and
        754
        of the Code, and any increase or decrease in the amount of any item of credit
        or
        tax preference attributable to any such adjustment, shall be allocated to
        those
        Partners entitled thereto under such law.  Such items shall be
        excluded in determining the Capital Accounts of the Partners, except as
        otherwise provided by Section 1.704-1(b)(2)(iv)(m) of the
        Regulations.

       

      (d)           Nonrecourse
        Deductions.  Any “Nonrecourse Deductions” as defined in Treasury
        Regulations Section 1.704-2(c) for any fiscal year or other period shall be
        specially allocated as items of loss in the manner provided in Treasury
        Regulations Section 1.704-2(j)(1)(ii).  Depreciation deductions
        shall be treated as Nonrecourse Deductions with respect to a property only
        to
        the extent that such deductions reduce the property’s tax basis below the amount
        of the Nonrecourse Liability encumbering the property.

       

      (e)           Sharing
        of Excess Nonrecourse Liabilities.  For purposes of
        Section 1.752-3(a)(3) of the Regulations, the excess Nonrecourse
        Liabilities of the Partnership shall be allocated one hundred (100%) percent
        to
        LMLP.  In the event it is determined that Inland would be allocated
        less than its proportionate share of depreciation in any year as a result
        of the
        allocation of liabilities to LMLP, the Partners agree to reallocate the
        liabilities in accordance with Percentage Interests.

       

      (f)           Section 704(c).  Notwithstanding
        Section 6.4 hereof, if the Partnership owns or acquires
        Section 704(c) Property, or if the Tax Matters Partner makes an election
        referred to in the definition of “Book Value” herein, then, solely for tax
        purposes and not for Capital Account purposes, Tax Depreciation, and any
        gain or
        loss, attributable to such Section 704(c) Property shall be allocated
        between or among the Partners in a manner that takes into account the variation
        between such Book Value and such adjusted tax basis, using the traditional
        method of allocation, in accordance with the principles of Code
        Section 704(c) and the Regulations promulgated thereunder and such method
        set forth in Regulations Section 1.704-3(b).

       

      Section
        6.5            
Tax Matters Partner.  The General Partner is
        hereby designated as the “tax matters partner” for the Partnership as such term
        is defined in Section 6231(a)(7) of the Code (the “Tax Matters
        Partner”), and all federal, state and local tax audits and litigation
        shall be conducted under the direction of the General Partner.  All
        expenses incurred with respect to any tax matter which does or may affect
        the
        Partnership, including but not limited to expenses incurred in connection
        with
        Partnership level administrative or judicial tax proceedings, shall be paid
        out
        of Partnership assets, whether or not included in an Annual Plan.  The
        Tax Matters Partner shall, promptly upon receipt thereof, forward to each
        Partner a copy of any correspondence relating to the Partnership received
        from
        the Internal Revenue Service or any other tax authority which relates to
        matters
        that are of material importance to the Partnership and/or the
        Partners.  The Tax Matters Partner shall promptly advise each Partner
        in writing of the substance of any material conversation held with any
        representative of the Internal Revenue Service which relates to an audit
        or
        administrative proceeding relating to a tax return of the
        Partnership.  

       

      


      
        
          
            
            

          

          
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      Section
        6.6             
Adjustments.

       

      (a)           Generally.  Except
        as otherwise provided in this Agreement, all items of Partnership income,
        gain,
        loss and deduction and any other allocations not otherwise provided for shall
        be
        divided among the Partners in the same proportions as they share Profits
        and
        Losses, as the case may be, for the year.

       

      (b)           Upon
        Transfer or Change in Percentage Interest.   If any
        Percentage Interest is transferred in any fiscal year in accordance with
        this
        Agreement, or if a Partner’s Percentage Interest changes during any fiscal year,
        all Profits and Losses attributable to such Percentage Interest for such
        fiscal
        year shall be divided and allocated in accordance with an interim closing
        of the
        books as of the date of a transfer or change.

       

      (c)           Amendments
        to this Article VI.  The General Partner is specifically
        authorized by each Partner, upon the advice of the accountants or legal counsel
        for the Partnership, to amend this Article VI to comply with any
        Regulations with respect to the distributions and allocations of the Partnership
        and any such amendment shall become effective; provided, however, that if
        such amendment constitutes a Material Modification for any Partner, then
        such
        amendment shall become effective only upon the express written consent of
        such
        Partner.

       

      ARTICLE
        VII
DISTRIBUTIONS

       

      Section
        7.1             
Cash Available for Distributions.

       

      (a)           Generally.  Notwithstanding
        anything herein to the contrary, no distribution shall be made until all
        Priority Loans are paid in full.

       

      (i)           Following
        (x) the satisfaction of accrued and unpaid interest on Priority Loans, in
        proportion to the outstanding Priority Loans, if any, and (y) the satisfaction
        of outstanding principal balances on Priority Loans, in proportion to the
        outstanding Priority Loans, if any, the General Partner shall cause the
        Partnership to distribute all Net Cash Flow from Operations quarterly on
        the
        15th of
        January, April, July and October (each a “Distribution Date”,
        as follows:

       

      (A)                  first,
        to Inland until such time as Inland has received cumulative distributions
        in an
        amount sufficient to achieve a 9% Cash-On-Cash Return (“Inland Priority
        Return”);

       

      (B)                  second,
        to LMLP in an amount equal to the Preferred Equity Return;

       

      (C)                  third,
        to LMLP, until such time as LMLP has received cumulative distributions in
        an
        amount sufficient to achieve a 9% Cash-On-Cash Return (“LMLP Priority
        Return”);

       

      


      
        
          
            
            

          

          
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      (D)                 fourth,
        to LMLP until all of the Preferred Equity has been redeemed (and any allocation
        of Preferred Equity shall be reduced ratably in accordance with the Preferred
        Equity allocation set forth on Schedule 1 hereto);

       

      (E)                 fifth,
        to Inland until all Capital Contributions made by Inland have been returned
        (for
        the purposes of this Section 7.1(a)(i)(D), Capital Contributions shall
        include Acquisition Fees (if any) paid by Inland);

       

      (F)                 sixth,
        to LMLP until all Capital Contributions (excluding Preferred Equity Capital
        Contributions) made by LMLP or credited on LMLP’s behalf have been returned (for
        the purposes of this Section 7.1(a)(i)(E), Capital Contributions shall
        include 17.65% of the amount of the Acquisition Fees (if any) paid by Inland);
        and

       

      (G)                 thereafter,
        (x) so long as LMLP GP is the General Partner, (1) 65% to Inland and (2)
        35% to
        LMLP, or (y) so long as LMLP GP is no longer the General Partner, (2) 85%
        to
        Inland and (2) 15% to LMLP.

       

      (ii)           Following
        (w) the satisfaction of accrued and unpaid interest on Priority Loans, in
        proportion to the outstanding Priority Loans, if any, and (x) the satisfaction
        of outstanding principal balances on Priority Loans, in proportion to the
        outstanding Priority Loans, if any, the General Partner shall cause the
        Partnership to distribute Net Cash from Sales and Financings as soon as
        practicable after the receipt of such Net Cash from Sales or Refinancings,
        as
        follows:

       

      (A)           
             first, to LMLP to the extent of any unpaid
        Preferred Equity Redemption Amount related to a prior sale or
        refinancing;

       

      (B)                 second,
        to Inland to the extent of any unpaid Inland Priority Return;

       

      (C)              
          third, if involving a Qualified Assumed Asset, to LMLP in an amount
        equal to the Preferred Equity Redemption Amount related to such Qualified
        Assumed Asset (but in no event will the total amount distributed under the
        foregoing part of this clause (C) exceed the outstanding Preferred Equity
        Capital Contribution), together with any accrued and unpaid Preferred Equity
        Return;

       

      (D)            
            fourth, to LMLP to the extent of any unpaid LMLP
        Priority Return;

       

      (E)         
               fifth, to Inland until all Capital
        Contributions made by Inland have been returned (solely for the purposes
        of this
        Section 7.1(a)(i)(D), Capital Contributions shall include Acquisition Fees
        (if
        any) paid by Inland);

       

      (F)              
          sixth, to LMLP until all Capital Contributions (excluding Preferred
        Equity Capital Contributions) made by LMLP or credited on LMLP’s behalf have
        been returned (solely for the purposes of this Section 7.1(a)(i)(E), Capital
        Contributions shall include 17.65% of the amount of the Acquisition Fees
        (if
        any) paid by Inland);

       

      


      
        
          
            
            

          

          
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      (G)            
           seventh, to LMLP until all Preferred Equity Capital
        Contributions have been returned or redeemed; and

       

      (H)          
             thereafter, (x) so long as LMLP GP is the General
        Partner, (1) 65% to Inland and (2) 35% to LMLP, or (y) so long as LMLP GP
        is no
        longer the General Partner, (2) 85% to Inland and (2) 15% to LMLP.

       

      (iii)           
           Distributable Cash shall not be used to acquire Qualified
        Assets or make capital improvements on Qualified Assets unless approved in
        accordance with Section 3.4 hereof.

       

      (b)           Withholdings.  The
        General Partner is authorized to withhold from distributions or allocations
        to
        any Partner (or, in the event there are insufficient funds, require such
        Partner
        to contribute to the Partnership) and to pay over to any federal, state or
        local
        government any amounts required to be withheld pursuant to the Code or any
        provisions of any other federal, state or local law with respect to any payment,
        distribution or allocation to the Partnership or such Partner and shall allocate
        any such amounts to such Partner with respect to which such amount was withheld.
        All amounts so withheld (including such amounts contributed by the Partner)
        shall be treated as amounts distributed to such Partner, and will reduce
        the
        amount otherwise distributable to such Partner, pursuant to this
Article VII for all purposes under this Agreement.

       

      (c)           Restrictions
        on Distributions.  Notwithstanding anything to the contrary
        contained in this Section 7.1, the Partnership shall not make a
        distribution to the extent that, at the time of such distribution and after
        giving effect to such distribution, all liabilities of the Partnership (other
        than liabilities to the Partners on account of their Capital Contributions
        or
        liabilities for which the recourse of creditors is limited to specific assets
        of
        the Partnership) shall exceed the Fair Market Value of the Partnership assets,
        except that the Fair Market Value of Qualified Asset that is subject to a
        liability for which the recourse of the creditors is limited shall be included
        in the Partnership assets only to the extent that the Fair Market Value of
        such
        Qualified Asset exceeds that liability.

       

      ARTICLE
        VIII
TRANSFER;
        REMOVAL OF GENERAL PARTNER

       

      Section
        8.1             Prohibition
        on Transfers and Withdrawals by Partners.  

       

      (a)           The
        Partners shall be prohibited from, directly or indirectly, transferring,
        assigning, pledging or hypothecating their respective interests (or any part
        of
        such interests) in the Partnership and any attempted transfer shall be void
        ab
        initio; provided, that the following transfers shall be permitted:

       

      (i)                 assignments
        of a Partner’s interest in the Partnership (but only its entire interest) to an
        Affiliate of such Partner, but only upon fifteen (15) days written notice
        to the
        other Partners;

       

      


      
        
          
            
            

          

          
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      (ii)          
               transfers up to 49% of the ownership
        interests in a Partner, so long as the management of such Partner immediately
        prior to such transfer possesses, directly or indirectly, the power to direct
        or
        cause the direction of the management or policies of such Partner following
        such
        transfer, whether through the ability to exercise voting power, by contract
        or
        otherwise;

       

      (iii)                 transfers
        by inheritance, devise, bequest or by operation of law upon the death of
        a
        natural person; and

       

      (iv)                 sales,
        transfers or issuance of shares of capital stock in LXP and securities
        convertible into capital stock in LXP, provided a class of capital stock
        in LXP
        is listed on a nationally recognized stock exchange or market.

       

      (b)           Except
        as provided in this Section 8.1 and in Section
        8.2,Section 11.1 and Section 11.2 hereof, the
        Partners shall be prohibited from withdrawing from the
        Partnership.  If any Partner withdraws from the Partnership, it shall
        be and remain liable for all obligations and liabilities incurred by it as
        a
        Partner, and shall be liable to the Partnership and the other Partners for
        all
        indemnifications set forth herein and for any liabilities, losses, claims,
        damages, costs and expenses (including reasonable attorneys’ fees) incurred by
        the Partnership as a result of any withdrawal in breach of this
        Agreement.

       

      Section
        8.2             Removal
        of LMLP GP as General Partner.  Upon a Removal Event,
        Inland shall have the right to remove the General Partner for a period of
        sixty
        (60) days following the occurrence of a Removal Event, and if such right
        is
        timely exercised, Inland shall have the right to appoint either Inland or
        an
        Affiliate of Inland as the new General Partner.  Such removal of LMLP
        GP shall be effective ten (10) Business Days after receipt by LMLP GP of
        written
        notice from Inland.  Upon such removal, notwithstanding anything in
        this Agreement or the Management Agreement to the contrary, (a) LMLP GP shall
        cease to be a general partner and a partner of the Partnership; (b) two of
        the
        three members of the Executive Committee appointed by LMLP shall be removed
        and
        replacements shall be appointed by Inland; (c) the Management Agreement shall
        terminate; and (d) either Inland or one of its Affiliates shall be appointed
        the
        General Partner of the Partnership and this Agreement shall be amended to
        reflect such appointment.  

       

      ARTICLE
        IX
TERMINATION

       

      Section
        9.1             Dissolution.  The
        Partnership shall dissolve and commence winding up and liquidating upon the
        first to occur of any of the following (collectively, the “Liquidating
        Events”):

       

      (i)                 the
        reduction to cash or cash equivalents (other than purchase money notes obtained
        by the Partnership from the sale of Qualified Asset) of the last remaining
        Qualified Asset;

       

      (ii)                 the
        agreement in writing by the Partners to dissolve the Partnership;

       

      


      
        
          
            
            

          

          
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      (iii)                 the
        entry of a decree of judicial dissolution of the Partnership pursuant to
        Section 17-802 of the Act;

       

      (iv)                 the
        election of any Partner to dissolve the Partnership on the seventh anniversary
        of March 1, 2008 or any anniversary thereafter;

       

      (v)                 all
        of the Qualified Assets have been sold to LMLP, or its designees, or to Inland,
        or its designees, pursuant to the exercise of the Buy/Sell as provided in
        Section 11.2 hereof;

       

      (vi)                 the
        Bankruptcy of any LMLP Partner or Inland;

       

      (vii)                the
        election of LMLP to dissolve the Partnership after (A) LMLP GP is no longer
        the
        General Partner and (B) a breach by Inland or the General Partner of (x)
        Articles VI or VII hereof, which remains uncured for thirty (30)
        days following receipt of notice of such breach from LMLP, or (y) Section
        12.19 hereof.

       

      (viii)                the
        election of Inland to dissolve the Partnership after the removal of LMLP
        GP as
        the General Partner upon a Removal Event.

       

      Section
        9.2            Termination.  In
        all cases of dissolution of the Partnership, the business of the Partnership
        shall be wound up and the Partnership terminated as promptly as practicable
        thereafter, and each of the following shall be accomplished:

       

      (i)         
                The Liquidator shall cause to be
        prepared a statement setting forth the assets and liabilities of the Partnership
        as of the date of dissolution, a copy of which statement shall be furnished
        to
        each Partner;

       

      (ii)                 The
        Qualified Assets and assets of the Partnership shall be liquidated by the
        Liquidator as promptly as possible, but in an orderly and businesslike and
        commercially reasonable manner, consistent with maximizing the price to be
        received.  The Liquidator in its reasonable discretion shall determine
        whether to sell any Qualified Asset at a public or private sale, for such
        price
        and on such terms as the Liquidator shall determine in its sole
        discretion.  The Liquidator may, in the exercise of its good faith
        business judgment and if commercially reasonable, determine not to sell a
        portion of the Qualified Assets and assets of the Partnership, in which event
        such Qualified Assets and assets shall be distributed in kind pursuant to
        clause
        (iv) below;

       

      (iii)                 Any
        Profit or Loss realized by the Partnership upon the sale or other disposition
        of
        its assets pursuant to Section 9.2(ii) above shall be allocated to
        the Partners as required by Article VI hereof; and

       

      (iv)                 The
        proceeds of sale and all other assets of the Partnership shall be applied
        and
        distributed as follows and in the following order of priority:

       

      (A)                                To
        the payment of the debts and liabilities of the Partnership and the expenses
        of
        Liquidation;

       

      


      
        
          
            
            

          

          
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      (B)                                To
        the setting up of any reserves which the Liquidator shall reasonably determine
        to be necessary for contingent, unliquidated or unforeseen liabilities or
        obligations of the Partnership or the Partners arising out of or in connection
        with the Partnership.  Such reserves may, in the discretion of the
        Liquidator, be paid over to a national bank or national title company selected
        by it and authorized to conduct business as an escrowee to be held by such
        bank
        or title company as escrowee for the purposes of disbursing such reserves
        to
        satisfy the liabilities and obligations described above, and at the expiration
        of such period as the Liquidator may reasonably deem advisable, distribute
        any
        remaining balance in the manner set forth below; and

       

      (C)                                The
        balance, if any, to the Partners in accordance with Sections 7.1(a)(ii)
        hereof.

       

      No
        payment or distribution in any of the foregoing categories shall be made
        until
        all payments in each prior category shall have been made in full.  If
        the payments due to be made in any of the foregoing categories exceed the
        remaining assets available for such purpose, such payment shall be made to
        the
        Persons entitled to receive the same prorata in accordance with
        the respective amount due them.

       

      Payments
        described in clause (iv) above must be made in cash.  The
        Partners shall continue to share profits, losses and other tax items during
        the
        period of liquidation in the same proportions as before
        dissolution.

       

      Section
        9.3            
Certificate of Cancellation.  Upon completion
        of the distribution of the Partnership’s assets as provided in this
Article IX and the completion of the winding-up of the affairs of
        the Partnership, the Partnership shall be terminated, and the Liquidator
        shall
        cause the filing of a certificate of cancellation of the certificate of limited
        partnership in the office of the Secretary of State of the State of Delaware
        in
        accordance with the Act and shall take all such other actions as may be
        necessary to terminate the Partnership in accordance with the Act and shall
        take
        such other actions as may be necessary to terminate the Partnership’s
        registration in any other jurisdictions where the Partnership is registered
        or
        qualified to do business.

       

      Section
        9.4             Acts
        in Furtherance of Liquidation.  Each Partner or former
        Partner, upon the request of the Liquidator, shall promptly execute, acknowledge
        and deliver all documents and other instruments as the Liquidator shall
        reasonably request to effectuate the proper dissolution and termination of
        the
        Partnership, including the winding up of the business of the
        Partnership.

       

      ARTICLE
        X
REPRESENTATIONS
        OF THE PARTNERS

       

      Section
        10.1           Representations
        of Inland.  Inland hereby represents and warrants to the
        LMLP Partners and the Partnership as follows:

       

      (i)                 this
        Agreement constitutes the valid and binding agreement of Inland, enforceable
        against Inland in accordance with its terms, subject as to

       

      


      
        
          
            
            

          

          
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      enforcement
        of bankruptcy, insolvency and other similar laws affecting the rights of
        creditors and to general principles of equity;

       

      (ii)                 Inland
        has been duly formed and is validly existing as a limited liability company
        in
        good standing under the laws of the State of Delaware, with all requisite
        power
        and authority to enter into this Agreement, to carry out the provisions and
        conditions hereof and to perform all acts necessary or appropriate to consummate
        all of the transactions contemplated hereby;

       

      (iii)                 Inland
        has all requisite power and authority to enter into this Agreement, to carry
        out
        the provisions and conditions hereof and to perform all acts necessary or
        appropriate to consummate all of the transactions contemplated hereby and
        no
        further action by Inland is necessary to authorize the execution or delivery
        of
        this Agreement;

       

      (iv)                 this
        Agreement has been duly and validly executed and delivered by Inland and
        the
        execution, delivery and performance hereof by Inland does not and will not
        (i) require the approval of any other Person, or (ii) contravene or
        result in any breach of or constitute any default under, or result in the
        creation of any lien upon Inland’s assets under, any indenture, mortgage, loan
        agreement, lease or other agreement or instrument to which Inland is a party
        or
        by which Inland or any of its assets is bound;

       

      (v)                 the
        formation of the Partnership does not and the consummation of the transactions
        contemplated herein will not result in any violation of the organizational
        documents of Inland;

       

      (vi)                 Inland
        has the financial capacity to perform its obligations under this
        Agreement;

       

      (vii)                no
        finder’s, broker’s or similar fee or commission has been paid or shall be paid
        by Inland to any individual or organization in connection with the formation
        of
        the Partnership; provided, however, that Inland may pay fees to related
        parties;

       

      (viii)               there
        is no action, suit or proceeding pending or, to its knowledge, threatened
        against Inland that questions the validity or enforceability of this Agreement
        or, if determined adversely to it, would materially adversely affect the
        ability
        of Inland to perform its obligations hereunder;

       

      (ix)                 Inland
        is not the subject of any Bankruptcy;

       

      (x)             
            to Inland’s knowledge, Inland has not received from any
        governmental agency any notice of violation of any law, statute or regulation
        which would have a material adverse effect on the Partnership;

       

      (xi)                 to
        Inland’s knowledge, Inland is not in default in the performance or observation
        of any obligation under any agreement or instrument to which it is a party
        or by
        which it or any of its assets is bound, which default would individually
        or in
        the aggregate with other defaults materially adversely affect the business
        or
        financial condition of Inland or the Partnership; and

       

      


      
        
          
            
            

          

          
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      (xii)                 Inland
        (which for the purposes of this Section 10.2(x) includes its partners, members,
        principal stockholders owning more than ten percent (10%) of the outstanding
        capital stock of Inland, and any other constituent entities) (1) has not
        been
        designated as a “specifically designated national and blocked person” on the
        most current list published by the U.S. Treasury Department Office of Foreign
        Assets Control at its official website,
http://www.treas.gove/ofac/t11sdn.pdf or at any replacement website or
        other replacement official publication of such list, and (2) is currently
        in
        compliance with the regulations of the Office of Foreign Asset Control of
        the
        Department of the Treasury and any statute, executive order (including the
        September 24, 2001, Executive Order Blocking Property and Prohibiting
        Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
        or other governmental action relating thereto.

       

      Section
        10.2           Representations
        of the LMLP Partners.  Each LMLP Partner represents and
        warrants to Inland and the Partnership as follows:

       

      (i)                 this
        Agreement constitutes the valid and binding agreement of such LMLP Partner
        enforceable against such LMLP Partner in accordance with its terms, subject
        as
        to enforcement to bankruptcy, insolvency and other similar laws affecting
        the
        rights of creditors and to general principles of equity;

       

      (ii)                 LMLP
        has been duly formed and is validly existing as a limited partnership in
        good
        standing under the laws of the State of Delaware, with all requisite power
        and
        authority to enter into this Agreement, to carry out the provisions and
        conditions hereof and to perform all acts necessary or appropriate to consummate
        all of the transactions contemplated hereby;

       

      (iii)                 LMLP
        GP has been duly formed and is validly existing as a limited liability company
        in good standing under the laws of the State of Delaware, with all requisite
        power and authority to enter into this Agreement, to carry out the provisions
        and conditions hereof and to perform all acts necessary or appropriate to
        consummate all of the transactions contemplated hereby;

       

      (iv)                 such
        LMLP Partner has all requisite power and authority to enter into this Agreement,
        to carry out the provisions and conditions hereof and to perform all acts
        necessary or appropriate to consummate all of the transactions contemplated
        hereby and no further action by such LMLP Partner is necessary to authorize
        the
        execution or delivery of this Agreement;

       

      (v)                 this
        Agreement has been duly and validly executed and delivered by such LMLP Partner
        and the execution, delivery and performance hereof by such LMLP Partner does
        not
        and will not (x) require the approval of any other Person or
        (y) contravene or result in any breach of or constitute any default under,
        or result in the creation of any lien upon such LMLP Partner’s assets under, any
        indenture, mortgage, loan agreement, lease or other agreement or instrument
        to
        which such LMLP Partner or any LMLP Affiliated Party is a party or by which
        such
        LMLP Partner or any of its assets is bound;

       

      


      
        
          
            
            

          

          
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      (vi)                 to
        such LMLP Partner’s knowledge, such LMLP Partner is not in default in the
        performance or observation of any obligation under any agreement or instrument
        to which it is a party or by which it or any of its assets is bound, which
        default would individually or in the aggregate with other defaults materially
        adversely affect the business or financial condition of such LMLP Partner
        or the
        Partnership;

       

      (vii)                the
        formation of the Partnership does not and the consummation of the transactions
        contemplated herein will not result in any violation of the organizational
        documents of such LMLP Partner;

       

      (viii)               no
        finder’s, broker’s or similar fee or commission has been paid or shall be paid
        to any individual or organization in connection with the formation of the
        Partnership except for fees payable to Wachovia Capital Markets, LLC, which
        shall be paid by LMLP and not the Partnership;

       

      (ix)                 there
        is no action, suit or proceeding pending or, to its knowledge, threatened
        against such LMLP Partner that questions the validity or enforceability of
        this
        Agreement or, if determined adversely to it, would materially adversely affect
        the ability of such LMLP Partner to perform its obligations
        hereunder;

       

      (x)        
                 such LMLP Partner is not
        the subject of any Bankruptcy;

       

      (xi)                 to
        such LMLP Partner’s knowledge, such LMLP Partner has not received from any
        governmental agency any notice of violation of any law, statute or regulation
        which would have a material adverse effect on the financial condition of
        such
        LMLP Partner or of the Partnership;

       

      (xii)                each
        LMLP Partner has the financial capacity to perform its obligations under
        this
        Agreement; and

       

      (xiii)               each
        LMLP Partner (which for the purposes of this Section 10.2(x) includes its
        partners, members, principal stockholders owning more than ten percent (10%)
        of
        the outstanding capital stock of such LMLP Partner, and any other constituent
        entities) (1) has not been designated as a “specifically designated national and
        blocked person” on the most current list published by the U.S. Treasury
        Department Office of Foreign Assets Control at its official website,
http://www.treas.gove/ofac/t11sdn.pdf or at any replacement website or
        other replacement official publication of such list, and (2) is currently
        in
        compliance with the regulations of the Office of Foreign Asset Control of
        the
        Department of the Treasury and any statute, executive order (including the
        September 24, 2001, Executive Order Blocking Property and Prohibiting
        Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
        or other governmental action relating thereto.

       

      ARTICLE
        XI
SPECIAL
        PARTNER RIGHTS AND OBLIGATIONS

       

      Section
        11.1            Right
        of First Offer.  

       

      


      
        
          
            
            

          

          
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      (a)           At
        any time after the Rights Trigger Date, if either Inland or LMLP (except
        if the
        Rights Trigger Date occurs because of an Event of Default by an LMLP Partner)
        wishes to sell their Percentage Interest or cause the Partnership to sell
        any
        Qualified Asset (for the purposes of this section, such selling Partner,
        the
“ROFO Offering Partner”), the ROFO Offering Partner shall
        deliver a written notice (a “ROFO Notice”) to the Other Partner
        (the “ROFO Responding Partner)”) specifying to the ROFO
        Responding Partner in writing the terms and conditions (the “ROFO
        Terms”) and the price (the “ROFOOffer
        Price”) at which the ROFO Offering Partner would be willing to sell
        their entire Percentage Interest or the ROFO Offering Partner would be willing
        to permit the Partnership to sell any of the Qualifying Assets, as the case
        may
        be, to the ROFO Responding Partner.  Any ROFO Notice shall reference
        the invocation of this Section 11.1 and shall constitute an irrevocable
        offer from the ROFO Offering Partner to the ROFO Responding Partner to sell
        its
        entire Percentage Interest or permit the sale by the Partnership of the stated
        Qualifying Assets, as the case may be, at the ROFO Offer Price. If the ROFO
        Responding Partner does not elect to buy the ROFO Offering Partner’s entire
        Percentage Interest or the stated Qualifying Assets, as the case may be,
        within
        forty-five (45) days following receipt of the ROFO Notice by delivering an
        election notice to the ROFO Offering Partner (the “ROFO Response
        Notice”), subject to Sections 11.1(b) and (c), the ROFO
        Offering Partner shall be permitted to sell their entire Percentage Interest
        or
        the stated Qualifying Assets on behalf of the Partnership, as the case may
        be,
        to a bona fide third party pursuant to an arm’s length transaction on terms not
        more favorable to such bona fide third party than the ROFO Terms and for
        an
        amount equal to or greater than the ROFO Offer Price (the “Required
        Third Party Price and Terms”).  In the event the ROFO
        Responding Partner fails to timely deliver a ROFO Response Notice, subject
        to
Sections 11.1(b) and (c), the ROFO Offering Partner shall be
        permitted to sell its entire Percentage Interest or any of the Qualifying
        Assets
        on behalf of the Partnership, as the case may be, for the Required Third
        Party
        Price and Terms.

       

      (b)           In
        the event the ROFO Offering Partner is permitted to sell its entire Percentage
        Interest or the stated Qualifying Assets on behalf of the Partnership, as
        the
        case may be, pursuant to Section 11.1(a) above, the ROFO Offering Partner
        shall have the right for a period of six (6) months after the date of the
        ROFO
        Notice (the “Third Party Sale Period”) to sell its entire
        Percentage Interest or the stated Qualifying Assets on behalf of the
        Partnership, as the case may be, to a bona fide third party for and on the
        Required Third Party Price and Terms. In the event the ROFO Offering Partner
        fails to consummate the sale of its entire Percentage Interest or the stated
        Qualifying Assets on behalf of the Partnership, as the case may be, for the
        Required Third Party Price prior to the expiration of the Third Party Sale
        Period, the ROFO Offering Partner’s right to sell its entire Percentage Interest
        or the stated Qualifying Assets on behalf of the Partnership, as the case
        may
        be, to a bona fide third party will be revoked until such time as the ROFO
        Offering Partner has repeated the process set forth in Section 11.1(a)
        and provided the ROFO Responding Partner with the right to make its election
        pursuant to Section 11.1(a) above.

       

      (c)           Any
        exercise of the provisions of this Section 11.1 is also subject to the
        provisions of Section 11.3 below.

       

      


      
        
          
            
            

          

          
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      Section
        11.2            Buy/Sell.

       

      (a)           Generally.  After
        the Rights Trigger Date, Inland or LMLP (except if the Rights Trigger Date
        occurs because of an Event of Default by an LMLP Partner), as specified therein
        (the “Buy/Sell Offering Partner”), may provide the Other
        Partner (the “Buy/Sell Responding Partner”) with notice (the
“Buy/Sell Notice”) of a price (the “Buy/Sell Offer
        Price”) that the Buy/Sell Offering Partner, or its designated
        Affiliate(s), is willing to pay to purchase (A) those Qualified Assets
        which the Buy/Sell Offering Partner, or its designated Affiliate(s), desire
        to
        purchase if the Buy/Sell Offering Partner, or its designated Affiliate(s),
        desire to purchase less than all of the Qualified Assets from the Partnership,
        or (B) all of the Qualified Assets if the Buy/Sell Offering Partner, or its
        designated Affiliate(s), desire to purchase all of the Qualified Assets
        (provided that an offer to purchase all of the Qualified Assets shall be
        implemented as a purchase by the Buy/Sell Offering Partner, or its designated
        Affiliate(s), of the Percentage Interests of the Buy/Sell Responding Partner)
        (such Qualified Assets or such Percentage Interests, as the case may be,
        the
“Buy/Sell Asset”).  The Buy/Sell Notice shall
        include, as an attachment thereto, a bona fide proposed purchase and sale
        agreement on terms reasonably customary for the sale of real estate assets
        or
        for the sale of partnership interests in a limited partnership that owns
        primarily real estate assets (the “Offered
        Agreement”).  Upon receipt of the Buy/Sell Notice, the
        Buy/Sell Responding Partner shall have forty-five (45) days to provide to
        the
        Buy/Sell Offering Partner a notice (the “Buy/Sell Response
        Notice”) specifying the Buy/Sell Responding Partner’s election either,
        (i) if the Buy/Sell Asset comprises less than all of the Qualified Assets,
        to cause the Partnership to sell the Buy/Sell Asset to the Buy/Sell Offering
        Partner, or its designated Affiliate(s), at the Buy/Sell Offer Price pursuant
        to
        the Offered Agreement or (y) to purchase (or have a designated Affiliate(s)
        purchase) the Buy/Sell Asset from the Partnership for a purchase price equal
        to
        the Buy/Sell Offer Price and on substantially the same terms and conditions
        as
        provided in the Offered Agreement, or, (ii) if the Buy/Sell Asset comprises
        all of the Qualified Assets, purchase the Percentage Interest of the Buy/Sell
        Offering Partner or sell its Percentage Interest to the Buy/Sell Offering
        Partner, or its designated Affiliate(s), for a purchase price equal to the
        amount the Buy/Sell Responding Partner would receive under
Section 9.2 hereof if the Partnership assets were sold at the
        Buy/Sell Offer Price and the Partnership were liquidated and dissolved (the
        “Buy/Sell Responding Interest Price”) and on substantially the
        same terms and conditions as provided in the Offered Agreement.  Any
        Buy/Sell Notice made with respect to all of the Qualified Assets in connection
        with an Event of Default shall supersede and render of no further effect
        any
        Buy/Sell Notice or ROFO Notice (x) made with respect to less than all of
        the Qualified Assets and (y) to which no Buy/Sell Response Notice or ROFO
        Response Notice, as the case may be, has been provided to the Buy/Sell Offering
        Partner or ROFO Offering Partner, as the case may be.

       

      (b)           Buy/Sell
        Responding Partner’s Election to Purchase.  If the Responding
        Partner timely delivers a Buy/Sell Response Notice that specifies the Buy/Sell
        Responding Partner’s election to purchase the Buy/Sell Asset, as described in
Section 11.2(a) above, then the Buy/Sell Responding Partner shall
        have up to seventy-five (75) days from the date of the delivery of the Buy/Sell
        Response Notice to close the purchase of the Buy/Sell Asset on substantially
        the
        same terms and conditions as contained in the Offered Agreement.

       

      (c)           Buy/Sell
        Responding Partner’s Election not to Purchase.  If the Buy/Sell
        Responding Partner timely delivers a Buy/Sell Response Notice that specifies
        the

       

      


      
        
          
            
            

          

          
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      Buy/Sell
        Responding Partner’s election not to purchase the Buy/Sell Asset, or if the
        Buy/Sell Responding Partner fails to deliver a timely Buy/Sell Response Notice,
        then (i) if the Buy/Sell Asset comprises less than all of the Qualified
        Assets, the General Partner shall cause the Partnership to proceed to close
        the
        acquisition of the Buy/Sell Asset at the Buy/Sell Offer Price in accordance
        with
        the terms and conditions of the Offered Agreement, provided, however,
        that such closing must take place within the seventy-five (75) day period
        beginning on the date of delivery of the Buy/Sell Response Notice, or,
        (ii) if the Buy/Sell Asset comprises all of the Qualified Assets, the
        Buy/Sell Offering Partner shall purchase the Percentage Interests of the
        Buy/Sell Responding Partner within the seventy-five (75) day period described
        in
        clause (i) above, for the Buy/Sell Responding Interest Price.  In
        determining the amount of the Buy/Sell Responding Interest Price, it will
        be
        assumed that no reserves will be required pursuant to Section 9.2
        hereof.

       

      Section
        11.3           Provisions
        Applicable to Right of First Offer and Buy/Sell 

       

      (a)           The
        Purchasing Partner shall deliver to a mutually acceptable escrow agent a
        non-refundable cash deposit within forty-five (45) days of the Responding
        Partner’s actual or deemed notice in an amount equal to the lesser of (i) five
        percent (5%) of the Offer Price, as applicable, or (ii) $1,000,000 (the
“Deposit”) to secure the Purchasing Partner’s obligations
        hereunder.

       

      (b)           Closing
        of any transfer pursuant to Section 11.1 or Section 11.2 above
        (“Closing”) shall occur on the thirtieth (30th) day following
        the date of the escrow agent's receipt of the Purchasing Partner’s deposit as
        contemplated by Section 11.3(b) above (or, if such day is not a Business
        Day, the next succeeding Business Day) (the “Closing Date”), at
        the principal place of business of the Partnership, or at such other time
        and
        place as may be mutually agreed upon by the Purchasing Partner and the Selling
        Partner, and (unless otherwise agreed to by the Purchasing Partner and the
        Selling Partner) shall be on a cash basis.  At such Closing: (i) the
        Selling Partner shall convey all of its Percentage Interest in the Partnership,
        and, if applicable, all of their debt claims against the Partnership, and
        warrant that such interests and claims are free of all adverse claims and
        encumbrances (unless otherwise agreed upon by the Purchasing Partner and
        the
        Selling Partner); (ii) the Purchasing Partner shall pay the Selling Partner
        the
        Offer Price, less a credit for the Deposit (which shall be delivered by the
        escrow agent to the Selling Partner and the amount thereof credited against
        the
        Offer Price), and as adjusted by customary closing prorations and customary
        closing costs, in cash; and (iii) the Selling Partner, the Purchasing Partner
        and the Partnership shall execute and deliver such other documents as may
        be
        appropriate to effect, evidence and perfect the transaction.

       

      (c)           Should
        the Purchasing Partner fail to close the transactions elected pursuant to
        Section 11.1 or Section 11.2 above prior to the Closing Date, the
        Selling Partner, as its exclusive remedies in the circumstances, (i) shall
        be
        entitled to receive from the escrow agent, as liquidated damages for such
        failure, the Deposit deposited pursuant to Section 11.3(b) of this
        Agreement, (ii) shall have the right for a period of twelve (12) months after
        the scheduled Closing Date (the “Default Sale Period”) to
        acquire the Purchasing Partner’s Percentage Interest or interest in the stated
        Qualified Assets, as the case may be, for 95% of the

       

      


      
        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

      

      


      Offer
        Price, and (iii) the Purchasing Partner’s rights pursuant to Section 11.1
        and 11.2 hereof shall be suspended for a period of twelve (12) months
        after the scheduled Closing Date.

       

      (d)           In
        connection with a transfer pursuant to Sections 11.1 or 11.2, the
        Purchasing Partner may designate an Affiliate or Affiliates to acquire the
        Selling Partner’s Percentage Interests or interests in the stated Qualified
        Assets, as the case may be, in which event such Affiliate(s) shall acquire
        such
        Percentage Interest or interests in the stated Qualified Assets, as the case
        may
        be, but no such designation or acquisition shall relieve the Purchasing Partner
        (as determined without regard to this Section 11.3(e)) from any obligation
        under
        this Article XI.

       

      (e)           Each
        of Inland and LMLP shall have the right to exercise either the Right of First
        Offer pursuant to Section 11.1 above or the Buy/Sell pursuant to
Section 11.2 above (such Partner being the “Initiating
        Partner”); provided, however, that upon any Initiating Partner’s
        exercise of either of these provisions, the Other Partner may not again trigger
        the provisions of either Section 11.1 or 11.2 until the
        termination of all procedures and timeframes pursuant to the Initiating
        Partner’s chosen provision.

       

      (f)           As
        a condition to any transfer by either Inland or LMLP of its Percentage Interest
        or the stated Qualified Assets by the Partnership, as the case may be, pursuant
        to either Section 11.1 or Section 11.2 of this Agreement, the
        Selling Partner must be released at the closing from any indemnities, guaranties
        or other credit enhancements granted by such Selling Partner on behalf of
        the
        Partnership to any third party relating to the interest being
        transferred.

       

      (g)           As
        a condition to any transfer by Inland of its Percentage Interest or the stated
        Qualified Assets by the Partnership, as the case may be, pursuant to either
        Section 11.1 or Section 11.2 of this Agreement, any Preferred
        Equity relating to a Qualified Assumed Asset that is being, directly or
        indirectly, transferred shall be redeemed as if such Qualified Assumed was
        sold
        and the proceeds were distributed in accordance with Section 7.2(a)(ii)
        hereof.

       

      (h)           If
        either Inland or LMLP initiates a legal action with respect to any exercise
        of
        the other Partner’s rights under this Article XI, the losing Partner
        shall pay all attorneys’ fees and court costs arising in connection with such
        legal action.

       

      (i)           Each
        Partner shall bear its own costs, such as due diligence expenses and
        consultants’ and attorneys’ fees, incurred in connection with its exercise of,
        or response to, any rights under this Article XI.

       

      ARTICLE
        XII
GENERAL
        PROVISIONS

       

      Section
        12.1           Notices.

       

      (a)           Generally.  All
        notices, demands, approvals, consents or requests provided for or permitted
        to
        be given pursuant to this Agreement must be in writing.

       

      


      
        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

      

      


      (b)           Manner
        of Notice.  All notices, demands, approvals, consents and requests
        to be sent to the Partnership or any Partner pursuant to the terms hereof
        shall
        be deemed to have been properly given or served, if personally delivered,
        sent
        by recognized messenger or next day courier service, or sent by United States
        mail, telex or facsimile transmission to the addresses or facsimile numbers
        listed below, and will be deemed received, unless earlier
        received:  (a) if sent by express, certified or registered mail,
        return receipt requested, when actually received or delivery refused;
        (b) if sent by messenger or courier, when actually received; (c) if
        sent by telex or facsimile transmission, on the date sent, so long as a
        confirming notice is sent by messenger or courier or by express, certified,
        registered, or first-class mail; (d) if delivered by hand, on the date of
        delivery; and (e) if sent by first-class mail, seven days after it was
        mailed.  Rejection or other refusal to accept or the inability to
        deliver because of changed address of which no notice was given shall be
        deemed
        to be receipt of the notice, demand or request sent.

       

      
        	
                If
                  to the Partnership:

                 

              	
                Net
                  Lease Strategic Assets Fund L.P.

                c/o
                  Lexington Realty Trust

                One
                  Penn Plaza, Suite 4015

                New
                  York, New York 10119-4015

                Attention:  Chief
                  Executive Officer

                Fax
                  No.  (212) 594-6600

                 

              
	
                with
                  a copy to:

                 

              	
                Inland
                  American (Net Lease) Sub, LLC

                c/o
                  Inland American Real Estate Trust, Inc.

                2901
                  Butterfield Road

                Oak
                  Brook, Illinois 60523

                Attention:

                Fax
                  No.:  (630)

                 

              
	
                If
                  to either LMLP Partner:

                 

              	
                c/o
                  Lexington Realty Trust

                One
                  Penn Plaza, Suite 4015

                New
                  York, New York 10119-4015

                Attention:  Chief
                  Executive Officer

                Fax
                  No.  (212) 594-6600

                 

              
	
                with
                  a copy of any notice to:

                 

              	
                Post,
                  Heymann & Koffler LLP

                Wing
                  A, Suite 211

                Two
                  Jericho Plaza

                Jericho,
                  New York 11753

                Attention:  David
                  Heymann, Esq.

                Fax
                  No.:  (516) 433-2777

                 

              
	
                If
                  to Inland:

                 

              	
                Inland
                  American (Net Lease) Sub, LLC

                c/o
                  Inland America Real Estate Trust, Inc.

                2901
                  Butterfield Road

                Oak
                  Brook, Illinois 60523

                Attention:
                  Lori Foust and Scott Wilton

                Fax
                  No.:  (630)

                 

              
	
                and
                  a copy of any

                 

                 

              	
                Levenfeld
                  Pearlstein LLC

                 

                 

              


      

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

        
           

          
            	
                    notices
                      to:

                     

                  	
                    2
                      North LaSalle, Suite 1300

                    Chicago,
                      Illinois 60602

                    Attention:  Marc
                      Joseph and Russell Shapiro

                    Fax
                      No.:  (312) 346-8434

                     

                  


          

        

         

         

      

      (c)           Right
        to Change Addresses.  A Partner shall have the right from time to
        time and at any time during the term of this Agreement to change its notice
        address or addresses by giving to the Other Partners at least ten (10) Business
        Days’ prior written notice thereof in the manner provided by this
Section 12.1.

       

      Section
        12.2           Governing
        Laws.  This Agreement and the obligations of the Partners
        hereunder shall be interpreted, construed and enforced in accordance with
        the
        laws of the State of Delaware without regard to its choice of law
        provisions.  Except as otherwise provided herein, the rights and
        obligations of the Partners and the administration and termination of the
        Partnership shall be governed by the Act.

       

      Section
        12.3          
Entire Agreement.  This Agreement (including
        the exhibits and schedules hereto) contains the entire agreement between
        the
        parties, supercedes any prior agreements or understandings between them and
        may
        not be modified or amended in any manner other than pursuant to
Section 12.12 hereof.

       

      Section
        12.4            Waiver.  No
        consent or waiver, express or implied, by any Partner to or of any breach
        or
        default by any other Partner in the performance by the other Partner of its
        obligations hereunder shall be deemed or construed to be a consent or waiver
        to
        or of any other breach or default in the performance by such other Partner
        of
        the same or any other obligations of such other Partner
        hereunder.  Failure on the part of any Partner to complain of any act
        or failure to act of any of the other Partners or to declare any of the other
        Partners in default, irrespective of how long such failure continues, shall
        not
        constitute a waiver by such Partner of its rights hereunder.  No
        custom, practice or course of dealings arising among the Partners in the
        administration hereof shall be construed as a waiver or diminution of the
        right
        of any Partner to insist upon the strict performance by any other Partner
        of the
        terms, covenants, agreements and conditions herein contained.

       

      Section
        12.5           Validity.  If
        any provision of this Agreement or the application thereof to any Person
        or
        circumstance shall be invalid or unenforceable to any extent, the remainder
        of
        this Agreement and the application of such provisions to other Persons or
        circumstances shall not be affected thereby and shall be enforced to the
        greatest extent permitted by law.

       

      Section
        12.6            Terminology;
        Captions.  All personal pronouns used in this Agreement,
        whether used in the masculine, feminine, or neuter gender, shall include
        all
        other genders; the singular shall include the plural, and vice versa and
        shall
        refer solely to the parties signatory hereto except where otherwise specifically
        provided.  Titles of Articles, Sections, Subsections, Schedules and
        Exhibits are for convenience only, and neither limit nor amplify the provisions
        of the Agreement itself, and all references herein to Articles, Sections,
        Subsections, Schedules and Exhibits shall refer to the corresponding Articles,
        Sections, Subsections, Schedules and Exhibits of this Agreement unless specific
        reference is made to such Articles, Sections, Subsections, Schedules and
        Exhibits of another document or instrument.  Any

       

      


      
        
          
            
            

          

          
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      use
        of
        the word “including” herein shall, unless the context otherwise requires, be
        deemed to mean “including without limitation”.

       

      Section
        12.7           Remedies
        Not Exclusive.  Except as otherwise provided herein, the
        rights and remedies of the Partnership and of the Partners hereunder shall
        not
        be mutually exclusive, i.e., the exercise of one or more of the provisions
        hereof shall not preclude the exercise of any other provisions
        hereof.  Each of the Partners confirms that damages at law may be an
        inadequate remedy for a breach or threatened breach of this Agreement and
        agrees
        that in the event of a breach or threatened breach of any provision hereof,
        the
        respective rights and obligations hereunder shall be enforceable by specific
        performance, injunction or other equitable remedy but nothing herein contained
        is intended to, nor shall it, limit or affect any rights or rights at law
        or by
        statute or otherwise of any party aggrieved as against the other for breach
        or
        threatened breach of any provision hereof, it being the intention by this
        section to make clear the agreement of the Partners that the respective
        rights and obligations of the Partners hereunder shall be enforceable in
        equity
        as well as at law or otherwise.

       

      Section
        12.8           Action
        by the Partners.  No approval, consent, designation or
        other action by a Partner shall be binding upon such Partner unless the same
        is
        in writing and executed on behalf of such Partner by a duly authorized
        representative of such Partner.

       

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

       

      Section
        12.10          Liability
        of the Limited Partners.  Each Limited Partner’s exposure
        to liabilities hereunder is limited to its interest in the
        Partnership.  No Limited Partner shall be personally liable for the
        expenses, liabilities, debts, or obligations of the Partnership.

       

      Section
        12.11          Binding
        Effect.  Except as otherwise provided in this Agreement,
        every covenant, term, and provision of this Agreement shall be binding upon
        and
        inure to the benefit of the Partners and their respective successors,
        transferees, and assigns.

       

      Section
        12.12          Amendments.  Except
        as otherwise provided in this Agreement, this Agreement may not be amended
        without the written consent of all the Partners.

       

      Section
        12.13          Counterparts.  This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto in separate counterparts, each of which when so executed and
        delivered shall be deemed to be an original, but all such counterparts together
        shall constitute but one and the same instrument; signature and acknowledgment
        pages may be detached from multiple separate counterparts and attached to
        a
        single counterpart so that all signature and acknowledgement pages are
        physically attached to the same document.  This Agreement shall become
        effective upon the execution of a counterpart hereof by each of the parties
        hereto and delivery to each of the Partners of a fully executed original
        counterpart of this Agreement.

       

      


      
        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        

      

      


      Section
        12.14         Waiver
        of Partition.  Each of the Partners hereby irrevocably
        waives any and all rights (if any) that it may have to maintain any action
        for
        partition of any of the Qualified Assets to be acquired.

       

      Section
        12.15         No
        Third Party Beneficiaries.  Supplementing
Section 5.4 hereof, nothing in this Agreement, expressed or implied,
        is intended to confer any rights or remedies upon any Person, other than
        the
        Partners and, subject to the restrictions on assignment contained herein,
        their
        respective successors and assigns.

       

      Section
        12.16          Expenses.
        Each party hereto shall pay all of its own legal and accounting fees and
        expenses incurred in connection with the formation of the Partnership and
        the
        preparation and negotiation of this Agreement and the agreements ancillary
        hereto. 

       

      Section
        12.17          Jurisdiction;
        Venue. Each party hereto hereby irrevocably
        and
        unconditionally (a) agrees that any action, suit or other legal proceeding
        brought in connection with or relating to this Agreement or any matter
        contemplated hereby shall be brought exclusively in a court of competent
        jurisdiction located in New Castle County, Delaware, whether a state or federal
        court, and shall not be brought in any court or forum outside New Castle
        County,
        Delaware; (b) consents and submits to, and agrees that it will not assert
        (by
        way of motion, as a defense or otherwise) that it is not subject to, personal
        jurisdiction in connection with any such action, suit or proceeding in any
        such
        court; and (c) waives to the fullest extent permitted by law, and agrees
        that it
        will not assert (by way of motion, as a defense or otherwise), any claim
        that
        the laying of venue of any such action, suit or proceeding in any such court
        is
        improper or that any such action, suit or proceeding brought in any such
        court
        was brought in an inconvenient forum or should be stayed by reason of the
        pendency of some other action, suit or other legal proceeding in a court
        or
        forum other than any such court. 

       

      Section
        12.18         Jury
        Waiver. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
        WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THAT IT WILL NOT
        ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL
        BY
        JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING IN CONNECTION WITH OR
        RELATING TO THIS AGREEMENT OR ANY MATTER CONTEMPLATED HEREBY.

       

      Section
        12.19         REIT
        Provisions.

       

      (a)           The
        General Partner and the Partnership shall use commercially reasonable efforts
        to
        cause the Partnership to operate as if it were subject to the real estate
        investment trust (“REIT”) rules of the Code described below, except as otherwise
        permitted by prior written consent of the Partners:

       

      (i)           the
        "75 percent gross income test" set forth in Section 856(c)(3) of the Code
        and
        the "95 percent
        gross income test" set forth in Section 856(c)(2) of the Code; and

       

      (ii)           
        the gross assets tests set forth in Section 856(c) of the Code: (A) the "75
        percent asset test" set forth
        in
        Section 856(c)(4)(A) of the Code, (B) the "25

       

      


      
        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

      

      


      percent
        asset test" set
        forth in Section 856(c)(4)(B)(i) of the Code, (C) the "20 percent
        value
        limitation" set forth in Section 856(c)(4)(B)(ii) of the Code, (D) the "5
        percent value limitation" set forth in Section 856(c)(4)(B)(iii)(I) of the
        Code
        and (E) the "10 percent vote and value limitations" set forth in Sections
        856(c)(4)(B)(iii)(II) and (III) of the Code.

       

      For
        purposes of the foregoing tests, any ”mezzanine” loans secured by an equity
        interest in an entity and any interest therefrom shall not be treated as
        satisfying such tests unless such loans and interest are in substantial
        compliance with the requirements of Revenue Procedure 2003-65, except as
        otherwise permitted by prior written consent of the Partners.

       

      (b)           The
        General Partner and the Partnership shall use commercially reasonable efforts
        to
        cause the Partnership not to dispose of any real property in a transaction
        that
        would be treated as a "prohibited transaction" within the meaning of Section
        857(b)(6)(B)(iii) of the Code, unless (i) the transaction qualifies for the
        safe
        harbor, set forth in Section 857(b)(6)(C) of the Code, applied to the
        Partnership as if the Partnership were subject to Section 857(b)(6), taking
        into
        account any other “safe harbor” transactions engaged in by the respective
        Partner in determining whether seven sales has occurred during the year,
        including any such transactions engaged in by a joint venture, partnership
        or
        limited liability company in which such Partner invests (which information
        such
        Partner will provide to the General Partner and Partnership upon written
        request), (ii) the transaction is required under this Agreement, (iii) the
        property is disposed of in connection with or in lieu of foreclosure, (iv)
        the
        property is transferred in a tax free exchange under the Code, (v) the Partners
        consent or (vi) the Executive Committee approves such transaction by a
        Supermajority Vote.

       

      (c)           The
        General Partner and the Partnership shall use commercially reasonable efforts
        to
        cause the Partnership to make distributions to the Partners in compliance
        with
        the “90% distribution requirement” of Section 857(a)(1) of the Code, provided
        that the General Partner and the Partnership shall not be in violation of
        this Section 12.19(c) if:

       

      (i)           
        the Partnership makes the distributions required by Articles 7 and 9 of this
        Agreement, and

       

      (ii)           
        if the distributions required by Articles 7 and 9 of this Agreement are
        insufficient to satisfy the 90% distribution requirement, the General Partner
        and Partnership shall

       

      (A)           
        notify the Partners of the insufficiency,

       

      (B)           (B)
        notify the Partners of whether the Partnership is fully leveraged to the
        extent
        permitted by the debt ratio set forth in Section 3.8(a) of the Agreement
        (75%),
        and

       

      (C)           (C)
        (1) if the Partnership’s debt ratio is below the permitted threshold (75%), the
        General Partner shall not be required to incur debt to make additional
        distributions unless a Partner requests it, in which case the General Partner
        and the Partnership shall use commercially reasonable efforts to cause the
        Partnership to incur additional debt on commercially reasonable terms in
        order
        to make such additional distributions to the requesting Partner and (2) if
        the
        Partnership’s debt ratio is at the maximum permitted

       

      


      
        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

      

      


       (75%),
        the General Partner shall not be required to incur debt to make additional
        distributions unless both LMLP and Inland consent, in which case the General
        Partner and the Partnership shall use commercially reasonable efforts to
        cause
        the Partnership to incur additional debt on commercially reasonable terms
        in
        order to make such additional distributions to both Partners.

       

      If
        an
        amount otherwise available for distribution pursuant to Article 7 of the
        Agreement is used to acquire an Approved Qualified Asset or fund a capital
        expenditure approved by a Supermajority Vote of the Executive Committee or
        consented to by the distributee Partner, such Partner’s share of such
        distribution shall be treated as distributed to the Partner for purposes
        of
        satisfying this Section 12.19(c).

       

      (d)           Without
        limiting the foregoing, the General Partner and the Partnership shall take
        such
        other reasonable steps as shall be requested in writing in good faith by
        each
        Partner and its ultimate Parent entity (Inland Real Estate Trust, Inc. in
        the
        case of Inland and Lexington Realty Trust in the case of LMLP), which the
        requesting Partner and Parent believe in good faith is necessary in order
        for
        the Parent (and, in the case of LMLP, LMLP) to continue to qualify as a REIT
        (determined assuming that, without regard to its investment in the Partnership,
        such ultimate Parent entity (or LMLP) otherwise would qualify as a REIT)
        and no
        other reasonable steps or action could be taken by the requesting Partner
        or
        Parent (in lieu of the Partnership taking any requested steps) to enable
        the
        Parent to so qualify.

       

      (e)           Notwithstanding
        anything to the contrary in this Agreement, in no event shall the General
        Partner or Partnership have any liability to a Partner or Affiliate with
        respect
        to its failure to qualify as a REIT so long as the General Partner and
        Partnership have acted in good faith and used commercially reasonable efforts
        to
        satisfy the obligations set forth in this Section 12.19.

       

      


       

      


       

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      IN
        WITNESS WHEREOF, this Agreement is executed effective as of the date
        first set forth above.

       

      
        	
                LMLP
                  GP

                 

              
	
                LMLP
                  GP LLC

                By:   /s/
                  T. Wilson
                  Eglin                                 
                  

                       
                  Name: T. Wilson Eglin

                       
                  Title: President

                 

              
	
                LMLP

                 

              
	
                THE
                  LEXINGTON MASTER LIMITED PARTNERSHIP

                 

                By:
                  Lex GP-1 Trust, its general partner

                 

                
                  
                    By:   /s/
                      T. Wilson
                      Eglin                                 
                      

                           
                      Name: T. Wilson Eglin

                           
                      Title: President

                     

                  

                

              
	
                INLAND

                 

              
	
                INLAND
                  AMERICAN (NET LEASE) SUB, LLC

                 

                By:
                  Inland American Real Estate Trust, Inc.

                 

                By:
                  /s/ Lori
                  Foust                                            
                  

                     
                  Name:  Lori Foust

                     
                  Title:  Treasurer

                 

                The
                  undersigned hereby unconditionally and irrevocably 
guarantees the
                  obligations of Inland American (Net Lease) 
Sub, LLC under Sections
                  3.10(c), 3.11, 3.12 and 5.1:

                 

                INLAND
                  AMERICAN REAL ESTATE TRUST, INC.

                 

                By:
                  _/s/ Lori Foust_________________

                     
                  Name: Lori Foust

                     
                  Title: Treasurer

                 

              


      

      


      
        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

      

      SCHEDULE
        1

      

         

        Capital
          Commitment; Initial Capital Contribution; Percentage
          Interest

      

      


      
        	
                Partner
                  Name

                 

                 

              	
                Capital
                  
Commitment

                 

                 

              	
                Initial
                  Capital Contribution

                 

              	
                Percentage
                  
Interest

                 

                 

              
	
                    The
                  Lexington Master Limited Partnership

                 

              	
                $22,500,000.00

                 

              	
                $[________]

                 

              	
                15.00%

                 

              
	
                    LMLP
                  GP
                  LLC

                 

              	
                $0.00

                 

              	
                $0.00

                 

              	
                0.00%

                 

              
	
                    Inland
                  American (Net Lease) Sub, LLC

                 

              	
                $127,500,000.00

                 

              	
                $[________]

                 

              	
                85.00%

                 

              


      

       

       

      


      Preferred
        Equity Capital Contribution

       

      
        	
                Partner
                  Name

                 

              	
                Tenant

                 

              	
                Address

                 

              	
                Preferred
                  Equity

                Capital
                  Contribution

                 

              
	
                The
                  Lexington Master Limited Partnership

                 

              	
                American
                  Electric Power

                 

              	
                420
                  Riverport Road, Kingport, Tennessee

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Entergy
                  Services, Inc.

                 

              	
                5201
                  W. Barraque Street, Pine Bluff, Arkansas

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Lithia
                  Motors

                 

              	
                101
                  Creger, Fort Collins, Colorado

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Raytheon
                  Company

                 

              	
                1200
                  Jupiter Road, Garland, Texas

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                United
                  Technologies Corp.

                 

              	
                120
                  S.E. Parkway Drive, Franklin, Tennessee

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Wachovia
                  Bank, N.A.

                 

              	
                265
                  Lehigh Street, Allentown, Pennsylvania

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Advance
                  PCS, Inc.

                 

              	
                2401
                  Cherahala Boulevard, Knoxville, Tennessee

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                American
                  Golf Corporation

                 

              	
                11411
                  N. Kelly Avenue, Oklahoma City, Oklahoma

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                ASML
                  Lithography Holding NV

                 

              	
                8555
                  South River Parkway, Tempe, Arizona

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                AT&T
                  Wireless Services, Inc.

                 

              	
                3201
                  Quail Springs Parkway, Oklahoma City, Oklahoma

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Baker
                  Hughes, Inc.

                 

              	
                9110
                  Grogans Mill Road, Houston, Texas

                 

              	 
	
                The
                  Lexington Master Limited Partnership

                 

              	
                Baker
                  Hughes, Inc.

                 

              	
                2529
                  West Thorne Drive, Houston, Texas

                 

              	 


      

      


      SCHEDULE
        1-1

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

         

        
          	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Baker
                    Hughes, Inc.

                   

                	
                  12645
                    West Airport Road, Sugarland, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Bay
                    Valley Foods, LLC

                   

                	
                  2935
                    Van Vactor Way, Plymouth, Indiana

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  CAE
                    Simuflite, Inc. (CAE Inc.)

                   

                	
                  29
                    South Jefferson Road, Hanover, New Jersey

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Corning,
                    Inc.

                   

                	
                  736
                    Addison Road, Erwin, New York

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Cox
                    Communications, Inc.

                   

                	
                  1440
                    East 15th
                    Street, Tucson, Arizona

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  6938
                    Elm Valley Drive, Kalamazoo, Michigan

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  730
                    North Black Branch Road, Elizabethtown, Kentucky

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  750
                    North Black Branch Road, Elizabethtown, Kentucky

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  10000
                    Business Boulevard, Dry Ridge, Kentucky

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  301
                    Bill Byran Boulevard, Hopkinsville, Kentucky

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Dana
                    Corporation

                   

                	
                  4010
                    Airpark Drive, Owensboro, Kentucky

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  EDS
                    Information Services, LLC (Electronic Data Systems
                    Corporation)

                   

                	
                  3600
                    Army Post Road, Des Moines, Iowa

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Georgia
                    Power Company

                   

                	
                  2500
                    Patrick Henry Parkway, McDonough, Georgia

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Honeywell,
                    Inc.

                   

                	
                  19019
                    N. 59th
                    Avenue, Glendale, Arizona

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  (i)Structure,
                    LLC (Infocrossing, Inc.)

                   

                	
                  11707
                    Miracle Hills Drive, Omaha, Nebraska

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  (i)Structure,
                    LLC (Infocrossing, Inc.)

                   

                	
                  2005
                    East Technology Circle, Tempe, Arizona

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Ivensys
                    Systems, Inc. (Siebe, Inc.)

                   

                	
                  70
                    Mechanic Street, Foxboro, Massachusetts

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Kelsey
                    Hayes Company (TRW Automotive)

                   

                	
                  1200
                    & 12025 Tech Center Drive, Livonia, Michigan

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Kelsey-Seybold
                    Clinic (St. Lukes Episcopal Health System)

                   

                	
                  11555
                    University Boulevard, Houston, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Litton
                    Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization
                    LLC)

                   

                	
                  3500
                    North Loop Court, McDonough, Georgia

                   

                	 


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Montgomery
                    County Management, LLC

                   

                	
                  17191
                    St. Lukes Way, Woodlands, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Nextel
                    of Texas

                   

                	
                  1600
                    Eberhardt Road, Temple, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Nextel
                    West Corporation

                   

                	
                  6455
                    State Highway 303 N.E., Bremerton, Washington

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Northrop
                    Grumman Systems Corp.

                   

                	
                  3943
                    Denny Avenue, Pascagoula, Mississippi

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Omnipoint
                    Holdings, Inc. (T-Mobile USA, Inc.)

                   

                	
                  133
                    First Park Drive, Oakland, Maine

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Owens
                    Corning

                   

                	
                  590
                    Ecology Lane, Chester, South Carolina

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Owens
                    Corning

                   

                	
                  1901
                    49th
                    Avenue, Minneapolis, Minnesota

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Parkway
                    Chevrolet, Inc.

                   

                	
                  25500
                    SH 249, Tomball, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Seimens
                    Dematic Postal Automation

                   

                	
                  1404-1501
                    Nolan Ryan Parkway, Arlington, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Silver
                    Spring Gardens, Inc. (Huntsinger Farms, Inc.)

                   

                	
                  2424
                    Alpine Road, Eau Claire, Wisconsin

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  SKF
                    USA Inc.

                   

                	
                  324
                    Industrial Park Road, Franklin, North Carolina

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Sygma
                    Network, Inc. (Sysco Corporation)

                   

                	
                  3600
                    Southgate Drive, Danville, Illinois

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Tenneco
                    Automotive Operation Company (Tenneco Automotive Inc.)

                   

                	
                  904
                    Industrial Road, Marshall, Michigan

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  TI
                    Group Automotive Systems, LLC (TI Automotive LTD)

                   

                	
                  359
                    Gateway Drive, Livonia, Georgia

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Time
                    Customer Service, Inc. (Time, Inc.)

                   

                	
                  10419
                    North 30th
                    Street,
                    Tampa, Florida

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  TRW,
                    Inc. (Experian Information Solutions, Inc.)

                   

                	
                  601
                    & 701 Experian Parkway, Allen, Texas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Unisource
                    Worldwide, Inc.

                   

                	
                  109
                    Stevens Street, Jacksonville, Florida

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Voicestream
                    PCS I (T-Mobile USA, Inc.)

                   

                	
                  2999
                    S.W. 6th
                    Street, Redmond, Oregon

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Voicestream
                    PCS II (T-Mobile USA, Inc.)

                   

                	
                  9601
                    Renner Boulevard, Lenexa, Kansas

                   

                	 
	
                  The
                    Lexington Master Limited Partnership

                   

                	
                  Voicestream
                    PCS II (T-Mobile USA, Inc.)

                   

                	
                  3265
                    East Goldstone Drive, Meridian, Idaho

                   

                	 
	
                  The
                    Lexington Master

                   

                	
                  Voicestream
                    PCS II (T-

                   

                	
                  3711
                    San Gabrial, Mission, Texas

                   

                	 


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                    Limited
                      Partnership

                     

                  	
                    Mobile
                      USA, Inc.)

                     

                  	
                     

                     

                  	 


          

        

      

       

       

      Qualified
        Contribution Assets

       

      
        	
                Property
                  (defined in Contribution Agreement)

                 

              	 	 
	 	
                Primary
                  Tenant

                 

              	
                Address

                 

              	
                Existing
                  Indebtedness

                 

              	
                Contributed
                  Asset (defined 
in Contribution 
Agreement)

                 

              
	
                Fee
                  Interest

                 

              	
                American
                  Electric Power

                 

              	
                420
                  Riverport Road, Kingport, Tennessee

                 

              	
                --

                 

              	
                    Fee
                  Interest

                 

              
	
                Fee
                  Interest

                 

              	
                Entergy
                  Services, Inc.

                 

              	
                5201
                  W. Barraque Street, Pine Bluff, Arkansas

                 

              	
                --

                 

              	
                    Fee
                  Interest

                 

              
	
                Fee
                  Interest

                 

              	
                Lithia
                  Motors

                 

              	
                101
                  Creger, Fort Collins, Colorado

                 

              	
                --

                 

              	
                    Fee
                  Interest

                 

              
	
                Fee
                  Interest

                 

              	
                Raytheon
                  Company

                 

              	
                1200
                  Jupiter Road, Garland, Texas

                 

              	
                --

                 

              	
                100%
                  interest in Chader Associates LLC and 60% limited partnership interest
                  in
                  Eastgar Associates Limited Partnership

                 

              
	
                Ground
                  Lease

                 

              	
                United
                  Technologies Corp.

                 

              	
                120
                  S.E. Parkway Drive, Franklin, Tennessee

                 

              	
                --

                 

              	 
	
                Fee
                  Interest

                 

              	
                Wachovia
                  Bank, N.A.

                 

              	
                265
                  Lehigh Street, Allentown, Pennsylvania

                 

              	
                --

                 

              	 


      

      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        2

       

      Acquisition
        Parameters

      


      Required
        Parameters

      


      
        	
                ·

              	
                Single
                  tenant, net leased, commercial real estate properties in the office,
                  retail and industrial sectors.

              


      

       

      
        	
                ·

              	
                Real
                  estate properties that have a specialized use, design or other
                  feature
                  providing for higher initial capitalization rates than those of
                  more
                  conventional net leased assets.

              


      

       

      
        	
                ·

              	
                Not
                  less than $15,000,000 nor greater than $75,000,000 in total acquisition
                  costs.

              


      

       

      
        	
                ·

              	
                Real
                  estate properties that are fully occupied and rent bearing at
                  purchase.

              


      

       

      
        	
                ·

              	
                Tenants
                  are solvent.

              


      

       

      
        	
                ·

              	
                Real
                  estate properties that have strategic value and/or are mission
                  critical to
                  tenant’s business.

              


      

       

       

       

       

      


      Schedule
        2-1    

      
 

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        2.8

       

      Qualified
        Sale Assets

       

      
        	
                Property
                  (defined in Purchase Agreement)

                 

              	 	 	 
	 	
                Primary
                  Tenant

                 

              	
                Address

                 

              	
                Existing
                  
Indebtedness

                 

              	
                Sold
                  Assets (defined in Purchase 
Agreement)

                 

              	
                LMLP
                  Sale Affiliate

                 

              
	
                Fee
                  interest

              	
                Advance
                  PCS, Inc.

                 

              	
                2401
                  Cherahala Boulevard, Knoxville, Tennessee

                 

              	
                $5,054,329.68

              	
                100%
                  membership interest in Lexington Knoxville Manager LLC

              	
                Lexington
                  Tennessee Holdings L.P.

              
	
                Fee
                  interest

                 

              	
                American
                  Golf 
Corporation

                 

              	
                11411
                  N. Kelly Avenue, Oklahoma City, Oklahoma

                 

              	
                --

                 

              	
                100%
                  membership interest in LSAC Oklahoma City Manager LLC and 100 limited
                  partnership interest in LSAC Oklahoma L.P.

                 

              	
                LSAC
                  Operating Partnership L.P.

                 

              
	
                Leasehold
                  interest

                 

              	
                ASML
                  Lithography Holding NV

                 

              	
                8555
                  South River Parkway, Tempe, Arizona

                 

              	
                $13,415,219.10

                 

              	
                100%
                  membership interest in Lexington Tempe Manager LLC and 100% limited
                  partnership interest in Lexington Tempe L.P.

                 

              	
                Lexington
                  Contributions, Inc.

                 

              
	
                40%
                  tenancy-in-common interest

                 

              	
                AT&T
                  Wireless Services, Inc.

                 

              	
                3201
                  Quail Springs Parkway, Oklahoma City, Oklahoma

                 

              	
                $14,748,872.00

                 

              	
                100%
                  membership interest in Lexington Oklahoma City Manager LLC and
                  100%
                  limited partnership interest in Lexington Oklahoma City L.P.

                 

              	
                Lexington
                  TIC OK Holdings L.P.

                 

              
	
                Fee
                  interest

                 

              	
                Baker
                  Hughes, Inc.

                 

              	
                9110
                  Grogans Mill Road, Houston, Texas

                 

              	
                $23,650,170.60

                 

              	
                Fee
                  interest

                 

              	
                Texan
                  Christensen Limited Partnership

                 

              
	
                Fee
                  interest

                 

              	
                Baker
                  Hughes, Inc.

                 

              	
                2529
                  West Thorne Drive, Houston, Texas

                 

              	
                $7,217,561.16

                 

              	
                Fee
                  interest

                 

              	
                Texan
                  Training Limited Partnership

                 

              
	
                Fee
                  interest

                 

              	
                Baker
                  Hughes, Inc.

                 

              	
                12645
                  West Airport Road, Sugarland, Texas

                 

              	
                $16,371,694.47

                 

              	
                Fee
                  interest

                 

              	
                Texan
                  Petrolite Limited Partnership

                 

              
	
                Fee
                  interest

                 

              	
                Bay
                  Valley Foods, LLC

                 

              	
                2935
                  Van Vactor Way, Plymouth, Indiana

                 

              	
                $6,609,133.18

                 

              	
                100%
                  membership interest in LSAC Plymouth Manager LLC and 100% limited
                  partnership interest in LSAC Plymouth L.P.

                 

              	
                LSAC
                  Operating Partnership L.P.

                 

              
	
                Fee
                  interest

                 

              	
                CAE
                  Simuflite, Inc. 

                 

              	
                29
                  South Jefferson Road, Hanover, 

                 

              	
                $16,719,188.84

                 

              	
                100%
                  membership interest in LSAC Morris County Manager

                 

              	
                Partnership
                  L.P.

                 

              


      

      


       

       

      Schedule
        2.8-1


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
         

        
          	
                   

                   

                	
                  (CAE
                    Inc.)

                   

                	
                  New
                    Jersey

                   

                	
                   

                   

                	
                  LLC
                    and 99.9% limited partnership interest in LSAC Morris County
                    L.P.

                   

                	
                  Partnership
                    L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Corning,
                    Inc.

                   

                	
                  736
                    Addison Road, Erwin, New York

                   

                	
                  $9,357,883.09

                   

                	
                  100%
                    membership interest in Lexington TNI Erwin Manager LLC and 100%
                    limited
                    partnership interest in Lexington TNI Erwin L.P.

                   

                	
                  Triple
                    Net Investment Company LLC

                   

                
	
                  Fee
                    interest

                   

                	
                  Cox
                    Communications, 
Inc.

                   

                	
                  1440
                    East 15th
                    Street, Tucson, Arizona

                   

                	
                  $2,275,658.74

                   

                	
                  100%
                    membership interest in Net 2 Cox LLC

                   

                	
                  Net
                    3 Acquisition  L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  6938
                    Elm Valley Drive, Kalamazoo, Michigan

                   

                	
                  $17,340,367.78

                   

                	
                  100%
                    membership interest in Lexington Kalamazoo Manager LLC and 100%
                    limited
                    partnership interest in Lexington Kalamazoo L.P.

                   

                	
                  Lepercq
                    Corporate Income Fund L.P.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  730
                    North Black Branch Road, Elizabethtown, Kentucky

                   

                	
                  $4,694,433.14

                   

                	
                  100%
                    interest in to be formed SP Subsidiary

                   

                	
                  Lexington
                    Elizabethtown 730 Corp.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  750
                    North Black Branch Road, Elizabethtown, Kentucky

                   

                	
                  $24,923,414.82

                   

                	
                  100%
                    interest in to be formed SP Subsidiary

                   

                	
                  Lexington
                    Elizabethtown 750 Corp.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  10000
                    Business Boulevard, Dry Ridge, Kentucky

                   

                	
                  $11,805,918.47

                   

                	
                  100%
                    interest in to be formed SP Subsidiary

                   

                	
                  Lexington
                    Dry Ridge Corp.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  301
                    Bill Byran Boulevard, Hopkinsville, Kentucky

                   

                	
                  $14,603,212.19

                   

                	
                  100%
                    interest in to be formed SP Subsidiary

                   

                	
                  Lexington
                    Hopkinsville Corp.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  Dana
                    Corporation

                   

                	
                  4010
                    Airpark Drive, Owensboro, Kentucky

                   

                	
                  $10,558,679.56

                   

                	
                  100%
                    interest in to be formed SP Subsidiary hold interest

                   

                	
                  Lexington
                    Realty Trust

                   

                
	
                  Fee
                    interest

                   

                	
                  EDS
                    Information Services, LLC (Electronic Data Systems
                    Corporation)

                   

                	
                  3600
                    Army Post Road, Des Moines, Iowa

                   

                	
                  $22,761,297.00

                   

                	
                  100%
                    membership interest in Lexington TNI Des Moines Manager LLC and
                    100%
                    limited partnership interest in Lexington TNI Des Moines L.P.

                   

                	
                  Triple
                    Net Investment Company LLC

                   

                
	
                  Fee
                    interest

                	
                  Georgia
                    Power Company

                   

                	
                  2500
                    Patrick Henry Parkway, McDonough, Georgia

                   

                	
                  $12,675,000.00

                	
                  100%
                    membership interest in Acquiport McDonough Manager LLC and 100%
                    limited
                    partnership

                	
                  Lexington
                    Acquiport Company II, LLC

                


        

        


      

      Schedule
        2.8-1

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
           

          
            	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  	
                    interest
                      in Acquiport McDonough L.P.

                     

                  	
                     

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Honeywell,
                      Inc.

                     

                  	
                    19019
                      N. 59th
                      Avenue, Glendale, Arizona

                     

                  	
                    $14,149,680.39

                     

                  	
                    100%
                      interest in Lexington Manager Glendale LLC

                     

                  	
                    Union
                      Hills Associates

                     

                  
	
                    Fee
                      interest

                     

                  	
                    (i)Structure,
                      LLC (Infocrossing, Inc.)

                     

                  	
                    11707
                      Miracle Hills Drive, Omaha, Nebraska

                     

                  	
                    $8,850,197.37

                  	
                    100%
                      membership interest in LSAC Omaha Manager LLC and 100% limited
                      partnership
                      interest in LSAC Omaha L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                  
	
                    Leasehold
                      interest

                     

                  	
                    (i)Structure,
                      LLC (Infocrossing, Inc.)

                     

                  	
                    2005
                      East Technology Circle, Tempe, Arizona

                     

                  	
                    $8,358,519.58

                     

                  	
                    100%
                      membership interest in LSAC Tempe Manager LLC and 100% limited
                      partnership
                      interest in LSAC Tempe L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                  
	
                    Fee
                      interest

                     

                  	
                    Ivensys
                      Systems, Inc. (Siebe, Inc.)

                     

                  	
                    70
                      Mechanic Street, Foxboro, Massachusetts

                     

                  	
                    $14,090,991.79

                     

                  	
                    Fee
                      interest

                     

                  	
                    Lepercq
                      Corporate Income Fund L.P.

                  
	
                    Fee
                      interest

                     

                  	
                    Kelsey
                      Hayes Company (TRW Automotive)

                     

                  	
                    1200
                      & 12025 Tech Center Drive, Livonia, Michigan

                     

                  	
                    $10,520,436.70

                     

                  	
                    100%
                      interest in Lexington Livonia L.L.C.

                     

                  	
                    Lepercq
                      Corporate Income Fund L.P.

                  
	
                    Fee
                      interest

                  	
                    Kelsey-Seybold
                      Clinic (St. Lukes Episcopal Health System)

                     

                  	
                    11555
                      University Boulevard, Houston, Texas

                     

                  	
                    $9,788,652.45

                  	
                    100%
                      membership interest in Lexington Sugarland Manager LLC and
                      100% limited
                      partnership interest in Lexington Sugarland L.P.

                  	
                    Westport
                      View Corporate Center L.P.

                  
	
                    Fee
                      interest (currently under contract)

                     

                  	
                    Litton
                      Loan Servicing L.P. (Credit-Based Asset Servicing and Securitization
                      LLC)

                     

                  	
                    3500
                      North Loop Court, McDonough, Georgia

                     

                  	
                    --

                     

                  	
                    100%
                      membership interest in NLSAF McDonough Manager LLC and 100%
                      limited
                      partnership interest in NLSAF McDonough L.P.

                     

                  	
                    Lexington
                      Realty Trust

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Montgomery
                      County Management, LLC

                     

                  	
                    17191
                      St. Lukes Way, Woodlands, Texas

                     

                  	
                    $7,500,000.00

                     

                  	
                    100%
                      membership interest in LSAC Woodlands Manager LLC and 100%
                      limited
                      partnership interest in LSAC Woodlands L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Nextel
                      of Texas

                     

                  	
                    1600
                      Eberhardt Road, Temple, Texas

                     

                  	
                    $8,799,283.19

                     

                  	
                    100%
                      membership interest in Lexington Temple Manager LLC (current
                      Lexington
                      Temple Trust) and 99% limited partnership

                     

                  	
                    Lexington
                      Realty Trust

                     

                  


          

          


        

        Schedule
          2.8-3

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
           

          
            	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  	
                     

                     

                  	
                    interest
                      in Lexington Temple L.P.

                     

                  	
                     

                  
	
                    Fee
                      interest

                     

                  	
                    Nextel
                      West Corporation

                     

                  	
                    6455
                      State Highway 303 N.E., Bremerton, Washington

                     

                  	
                    $6,503,818.18

                     

                  	
                    100%
                      membership interest in Lexington Bremerton Manager LLC

                     

                  	
                    Lexington
                      Realty Trust

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Northrop
                      Grumman Systems Corp.

                     

                  	
                    3943
                      Denny Avenue, Pascagoula, Mississippi

                     

                  	
                    --

                     

                  	
                    100%
                      membership interest in LSAC Pascagoula Manager LLC and 100%
                      limited
                      partnership interest in LSAC Pascagoula L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Omnipoint
                      Holdings, Inc. (T-Mobile USA, Inc.)

                     

                  	
                    133
                      First Park Drive, Oakland, Maine

                     

                  	
                    $10,270,681.91

                     

                  	
                    100%
                      membership interest in Acquiport Oakland Manager LLC and 100%
                      limited
                      partnership interest in Acquiport Oakland L.P.

                     

                  	
                    Lexington
                      Acquiport Company II, LLC

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Owens
                      Corning

                     

                  	
                    590
                      Ecology Lane, Chester, South Carolina

                     

                  	
                    $13,197,624.67

                     

                  	
                    100%
                      interest in a to be formed SP Subsidiary and 100% interest
                      in Lexington
                      Chester Industrial LLC

                     

                  	
                    Lexington
                      Realty Trust

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Owens
                      Corning

                     

                  	
                    1901
                      49th
                      Avenue, Minneapolis, Minnesota

                     

                  	
                    --

                     

                  	
                    100%
                      membership interest in Lexington Minneapolis L.L.C.

                     

                  	
                    Lepercq
                      Corporate Income Fund L.P.

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Parkway
                      Chevrolet, Inc.

                     

                  	
                    25500
                      SH 249, Tomball, Texas

                     

                  	
                    $9,344,673.76

                     

                  	
                    100%
                      membership interest in LSAC Tomball Manager LLC and 100% limited
                      partnership interest in LSAC Tomball L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Seimens
                      Dematic Postal Automation

                     

                  	
                    1404-1501
                      Nolan Ryan Parkway, Arlington, Texas

                     

                  	
                    $21,010,306.55

                     

                  	
                    100%
                      membership interest in Lexington Arlington Manager LLC and
                      99.5% limited
                      partnership interest in Lexington Arlington L.P.

                     

                  	
                    Lexington
                      Acquiport Company II, LLC

                     

                  
	
                    Fee
                      interest

                     

                  	
                    Silver
                      Spring Gardens, Inc. (Huntsinger Farms, Inc.)

                     

                  	
                    2424
                      Alpine Road, Eau Claire, Wisconsin

                     

                  	
                    --

                     

                  	
                    100%
                      membership interest in LSAC Eau Claire Manager LLC and 100%
                      limited
                      partnership interest in LSAC Eau Claire L.P.

                     

                  	
                    LSAC
                      Operating Partnership L.P.

                     

                  
	
                    Fee
                      interest

                     

                  	
                    SKF
                      USA Inc.

                     

                  	
                    324
                      Industrial Park Road, Franklin, North Carolina

                     

                  	
                    $1,508,477.25

                     

                  	
                    Fee
                      interest

                     

                  	
                    Lexington
                      Realty Trust

                     

                  
	
                    Fee
                      interest

                  	
                    Sygma
                      Network, Inc. (Sysco Corporation)

                     

                  	
                    3600
                      Southgate Drive, Danville, Illinois

                     

                  	
                    $6,217,205.68

                  	
                    100%
                      membership interest in Lexington Danville LLC

                  	
                    Lexington
                      Realty Advisors, Inc.

                  


          

          


        

        Schedule
          2.8-4

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Fee
                    interest

                   

                	
                  Tenneco
                    Automotive Operation Company (Tenneco Automotive 
Inc.)

                   

                	
                  904
                    Industrial Road, Marshall, Michigan

                   

                	
                  --

                   

                	
                  Fee
                    interest

                   

                	
                  LXP
                    I, L.P.

                   

                
	
                  Leasehold
                    interest

                   

                	
                  TI
                    Group Automotive Systems, LLC (TI Automotive LTD)

                   

                	
                  359
                    Gateway Drive, Livonia, Georgia

                   

                	
                  $9,781,993.46

                   

                	
                  100%
                    membership interest in Lexington Livonia TI Manager LLC and 100%
                    limited
                    partnership interest in Lexington Livonia TI L.P.

                   

                	
                  LSAC
                    Operating Partnership L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Time
                    Customer Service, Inc. (Time, Inc.)

                   

                	
                  10419
                    North 30th
                    Street,
                    Tampa, Florida

                   

                	
                  $7,978,117.35

                   

                	
                  Fee
                    interest

                   

                	
                  North
                    Tampa Associates

                   

                
	
                  Fee
                    interest

                   

                	
                  TRW,
                    Inc. (Experian Information Solutions,
Inc.)

                   

                	
                  601
                    & 701 Experian Parkway, Allen, Texas

                   

                	
                  $30,582,338.00

                   

                	
                  100%
                    membership interest in Lexington Allen Manager LLC and 100% limited
                    partnership interest in Lexington Allen L.P.

                   

                	
                  Lexington
                    Texas Holdings L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Unisource
                    Worldwide, 
Inc.

                   

                	
                  109
                    Stevens Street, Jacksonville, Florida

                   

                	
                  --

                   

                	
                  Fee
                    interest

                   

                	
                  Lepercq
                    Corporate Income Fund II L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Voicestream
                    PCS I (T-Mobile USA, Inc.)

                   

                	
                  2999
                    S.W. 6th
                    Street, Redmond, Oregon

                   

                	
                  $9,654,317.77

                   

                	
                  100%
                    membership interest in Lexington Redmond Manager LLC

                   

                	
                  Lepercq
                    Corporate Income Fund II L.P.

                   

                
	
                  Fee
                    interest

                   

                	
                  Voicestream
                    PCS II (T-Mobile USA, Inc.)

                   

                	
                  9601
                    Renner Boulevard, Lenexa, Kansas

                   

                	
                  $10,141,927.70

                   

                	
                  100%
                    membership interest in Acquiport Lenexa Manager LLC

                   

                	
                  Lexington
                    Acquiport Company II, LLC

                   

                
	
                  Fee
                    interest

                   

                	
                  Voicestream
                    PCS II (T-Mobile USA, Inc.)

                   

                	
                  3265
                    East Goldstone Drive, Meridian, Idaho

                   

                	
                  $10,079,315.38

                   

                	
                  100%
                    membership interest in Acquiport Meridian Manager LLC

                   

                	
                  Lexington
                    Acquiport Company II, LLC

                   

                
	
                  Fee
                    interest

                   

                	
                  Voicestream
                    PCS II (T-Mobile USA, Inc.)

                   

                	
                  3711
                    San Gabrial, Mission, Texas

                   

                	
                  $6,282,487.42

                   

                	
                  100%
                    membership interest in Lexington Mission Manager LLC and 99.5%
                    limited
                    partnership interest in Lexington Mission L.P.

                   

                	
                  Triple
                    Net Investment Company LLC

                   

                


        

        


        Schedule
          2.8-5

      

      
        


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SCHEDULE
        3.5


       

      Form
        of Annual Plan

       

      [Intentionally
        omitted from filing]

      


      


      


      


      


      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        3.8


       

      Cross-Default
        Provisions

       

      The
        mortgages secured by the following two sets of two properties are
        cross-collateralized: (1) 730 North Black Branch Road, Elizabethtown, Kentucky
        and 730 North Black Branch Road, Elizabethtown, Kentucky, and (3) 1000 Business
        Boulevard, Dry Ridge, Kentucky and 4010 Airpark Drive, Owensboro,
        Kentucky.

       

       

       

      
 

      Schedule
        3.8-1

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        3.9


       

      LMLP
        Existing Joint Venture Exclusivity Terms

      


      Lex-Win
        Acquisition LLC– exclusive vehicle through which LMLP and its Affiliates
        will enter into any transaction or acquire directly or indirectly, any shares
        of
        common stock of Wells Real Estate Investment Trust, Inc. (“Wells”), any interest
        in Wells or any asset owned by Wells.

       

       

      


       

       

      Schedule
        3.9-1


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      SCHEDULE
        4.7


       

      INSURANCE
        REQUIREMENTS

       

      EXHIBIT
        C

       

      INSURANCE
        REQUIREMENTS

       

      The
        Partnership shall, at a minimum, obtain and maintain, and/or cause the SP
        Subsidiaries to obtain and maintain, without interruption, the insurance
        coverages stipulated hereunder for the benefit of the Partnership and each
        Partner thereof, but only to the extent of such party’s interest in each
        Qualified Asset:

       

      (a)           Property
        and Related Insurance.

       

      (i)           Qualified
        Assets.  At all times following commencement of construction of
        any above-ground improvements thereon, each Qualified Asset shall be insured
        on
        a 100% Full Replacement Cost basis.  Full Replacement Cost is defined
        as the cost of replacing the improvements, together with appurtenances and
        betterments in compliance with prevailing building codes, without deduction
        for
        physical depreciation thereof, at the time of replacement of the Qualified
        Asset, following a loss.  The value so determined shall be binding and
        conclusive.  The policy shall further provide that, in the event of a
        total or constructive total loss, the Partnership or SP Subsidiary shall
        not be
        unreasonably restricted from applying the proceeds to the re-building of
        the
        improvements at such other location as the Partnership shall
        elect.  At all times following commencement of construction of any
        vertical improvements thereon, Qualified Assets shall be insured against
        physical loss or damage by fire, lightning and other risks and supplementary
        perils from time to time included under Special Form policies including,
        vandalism and malicious mischief (with agreed amount endorsements), windstorm,
        earthquake, and certified and non-certified acts of terrorism.  The
        policy shall be endorsed to provide coverage for demolition and increased
        cost
        of construction to conform to local ordinance, and will include “extra expense”
and “expediting expense” coverage.

       

      (ii)           Rent
        Loss/Business Interruption.  The Partnership shall maintain,
        after substantial completion of any above-ground improvements, rent
        loss/business interruption insurance sufficient to prevent the Partnership
        or
        the SP Subsidiary from being a coinsurer under the terms of the policy, and
        in
        an amount equal to twelve months’ projected gross income from the Qualified
        Asset.  The policy must contain an extended period of indemnity
        endorsement which provides that after the loss to the Improvements and personal
        property has been repaired, the continued loss of income will be insured
        until
        the earlier of such time that such income returns to the same level it was
        prior
        to the loss or the expiration of six (6) months from the date of
        restoration.  This requirement shall apply in the event the
        Partnership, by upon approval of the Executive Committee by a Supermajority
        vote,, has elected to offer all or any portion of the Qualified Asset for
        rent
        pursuant to leases or other occupancy agreements.

       

      (iii)           Boiler
        and Machinery.  The Partnership or the SP Subsidiary shall
        maintain, after substantial completion of any above-ground improvements,
        boiler
        and machinery insurance covering physical damage to the Qualified Asset and
        to
        the major components of any central heating, air conditioning or ventilation
        systems, and such other equipment as is usual for similar properties in the
        area.  The policy shall include coverage for business interruption,
        including expediting and extra expense, in an amount not less than
        $500,000.  Unless the insurance required in subsections (a) (i), (iii)
        and (iv) is provided on the same policy or by the same insurance carrier,
        a
        Joint Loss Agreement between separate primary policies will be
        required.

       

       

       

      Schedule
        4.7-1


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      (iv)           Builder’s
        Risk.  During the period of any construction, repair, renovation,
        restoration or replacement of the improvements or the Qualified Asset, the
        Partnership shall obtain and maintain or cause to be obtained and maintained
        a
        completed value “All Risk” Builder’s Risk policy in an amount equal to one
        hundred percent (100%) of the replacement cost of the Qualified
        Asset.  Coverage should include, but not be limited to, collapse, soft
        costs, transit, earthquake, flood, windstorm, terrorism, off-site storage,
        expediting expenses, demolition and increased cost of construction (for
        renovation and/or additions to existing structures), water damage, permission
        for partial occupancy, and automatic reinstatement.  The policy is to
        be in an amount not less than the total value of the Qualified Asset (less
        the
        value of such uninsurable items as land, site preparation, grading, paving,
        parking lots).  The coverage may be provided as an extension to the
        property policy in force if the requirements herein are satisfied, subject
        to
        approval by the Partners of the Partnership.  The Partnership shall
        cause the contracts with any contractors to provide that (i) such contractor
        will be responsible for claims arising out of such contractor’s negligence, and
        (ii) except to the extent that such contractor’s tools and equipment will become
        part of the job, such tools and equipment shall not be considered insurable
        items.

       

      (v)           Flood.  If
        the Qualified Asset is located in a federally designated flood zone A or
        V and
        flood insurance has been made available under the National Flood Insurance
        Act
        of 1968, flood insurance is required in an amount equal to maximum coverage
        available, replacement cost, or such amount as a mortgage lender  may
        require.

       

      (vi)           Earthquake.  If
        a Qualified Asset is in an area identified by any governmental, engineering
        or
        any hazard underwriting agencies as being subject to the peril of earthquake,
        and the project is in a high-risk seismic area denoted as Zones 3 and 4 under
        the Uniform Building Code (UBC), appropriate earthquake insurance coverage
        as
        required by lender is required.

       

      (b)           Liability.

       

      (i)           The
        Partnership and the SP Subsidiaries shall obtain and maintain Commercial
        General
        Liability insurance on the broadest forms available for similar risks, written
        on an “occurrence policy form,” against all claims for bodily injury, disease or
        death, property damage, personal injury, certified and non-certified acts
        of
        terrorism products and completed operations, and contractual liability (deleting
        any exclusion restricting coverage for contractual obligations for claims
        occurring on, in or about the Qualified Asset and adjoining premises, and
        for
        explosion, collapse, and underground property damage) in an amount of not
        less
        than $5,000,000 arising out of any one occurrence; provided, however that
        coverage for explosion, collapse, and underground property damage shall not
        be
        required until such time as any excavation at the Qualified Asset commences,
        and
        may be in the form of coverage carried by the applicable
        contractor.  Such insurance may be provided under a primary and an
        umbrella policy or policies, provided that such umbrella policy or policies
        shall not exclude “real estate activities.”  If liability coverage for
        any Qualified Asset procured by the contractor is included under any blanket
        policy written on an aggregate form, then the annual aggregate limit of
        insurance must apply per location.  The policy shall be endorsed to
        include the SP Subsidiary, the Partnership, the lender and each Partner thereof
        as an additional insured subject to the benefits stipulated under subsection
        (i)(iv) hereof. Such insurance will be endorsed as primary and non-contributory
        with any other insurance available to the SP Subsidiary, the Partnership,
        the
        lender and each Partner.

       

      (ii)           During
        any period of construction, repair, restoration, renovation or replacement
        of
        the Qualified Asset, the Partnership shall cause the general contractor to
        maintain commercial liability insurance (or the Partnership’s or SP Subsidiary’s
        and Contractor’s protective liability insurance in the name of the Partnership
        or SP Subsidiary and each Partner thereof), with extension for, but not limited
        to, products/completed operations, with limits of not less than $10,000,000
        per
        occurrence.  Completed Operations insurance shall remain in effect for
        the length of time statutorily required in the state in which

       

       

      Schedule
        4.7-2

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      the
        construction occurs. This coverage shall be maintained as was agreed to at
        the
        time of substantial completion of the Qualified Asset and shall be for the
        same
        limits as required above. The Partnership shall also cause the general
        contractor to require its subcontractors of any tier to provide confirmation
        of
        commercial liability coverage (including products/completed operations),
        and
        such insurance shall be on a primary and non-contributory basis with a limit
        of
        not less than $1,000,000 per Qualified Asset.  The general contractors
        and the subcontractors shall have the Partnership and the SP Subsidiary included
        on the insurance required herein as additional insureds.

       

      (c)           Worker’s
        Compensation.  The Partnership and the SP Subsidiaries will
        maintain Worker’s Compensation as statutorily required and Employer’s
        Liability insurance, or their equivalent, for all of their respective employees,
        and will cause any of their agents, contractors and subcontractors of any
        tier
        to maintain similar insurance for all their respective employees, to the
        fullest
        extent required under the laws of the jurisdiction in which a Qualified Asset
        is
        located.

       

      (d)           Errors
        and Omission.  The Partnership will cause any professional
        consultants, including, but not limited to, architects and engineers, to
        maintain coverage in limits of not less than $1,000,000.

       

      (e)           Crime.  The
        Partnership will maintain crime insurance in an amount of not less than
        $1,000,000 for the benefit of the Partnership and each Partner thereof against
        loss caused by infidelity of its officers, agents, servants and employees;
        and
        against robbery or burglary both on and off premises.

       

      (f)           Other
        Insurance.  In addition to the above, the Partnership and the SP
        Subsidiaries shall maintain all insurance, surety and fidelity bonds in amounts
        and for such periods that are deemed to be prudent, or are customarily
        maintained by persons or entities operating properties of like kind,
        construction and occupancy in the locality of each Qualified
        Asset.  Compliance with insurance requirements will not in itself be
        construed to be a limitation of the Partnership’s or the SP Subsidiaries’
liability.

       

      (g)           All
        Insurance.  All insurance required herein will be primary and not
        excess over, contributory or participating with any other insurance carried
        by
        individual Partners of the Partnership or their respective affiliates or
        agents.

       

      (h)           Other
        Requirements With Respect to Insurance.  The following provisions
        shall apply with respect to all insurance coverage required above:

       

      (i)           Insurance
        Companies:  All insurance required herein shall be issued by insurance
        companies of recognized good standing, with a rating of at least A-VII in
        Best’s
        Key Rating Guide, except for loans in excess of $35,000,000 where required
        by
        lender and in in such case a rating of at lease AVII in Best’s Key Rating Guide,
        and must be licensed to do business in the state in which the Qualified Asset
        is
        located or must otherwise be acceptable to the Partnership.  Insurance
        ratings are subject to the approval of mortgagee. Coverage under blanket
        policies may be extended by endorsements provided the insurers meet the
        requirements stipulated herein.  Each policy shall not have more than
        a $25,000 deductible for any occurrence, except for mandatory deductibles
        where
        required under local regulations, or when required by insurers for specific
        catastrophic perils, or with respect to flood insurance pursuant to Section
        (a)(v) which deductible shall not exceed $250,000 for any occurrence. An
        allowance for deductibles in excess of $25,000 on all-risk policies will
        be
        allowed upon the approval of mortgagee, but in any event cannot exceed
        $100,000.

       

      (ii)           Evidence
        of Insurance:  The Partnership or the SP Subsidiaries shall obtain,
        before the expiration date of each such policy, original policies (or renewals
        or extensions of the insurance afforded thereby) or certified duplicates
        thereof, or binders evidencing such insurance, or

       

       

      Schedule
        4.7-3

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      endorsements,
        or certificates thereof.  Evidence of Property insurance shall be on
        ACORD 28 forms acceptable to lenders and naming lender as mortgagee and loss
        payee.  Certificates of General Liability shall be on ACORD 25 forms
        and shall name lender as additional insured.

       

      (iii)           Insurance
        (Cut-Through Endorsement).  Except to the extent prohibited by
        applicable law, insurance placed with a non-admitted insurer or excess and
        surplus lines insurer will (upon written request of the Partners) require
        a
“cut-through” endorsement for reinsurance purposes to allow for recovery
        directly from a reinsurer in the event of the primary insurer’s insolvency or
        cessation of insurance operations. This will be addressed on a case by case
        basis, dependent on the insurance carriers involved.

       

      (iv)           Cancellation:  The
        Partnership shall immediately notify each Partner of the Partnership of any
        cancellation of, non-renewal, or such material change as may adversely affect
        any insurance policy or coverage in force.  Each policy shall contain
        a provision obligating the insurer to send at least thirty (30) days’ prior
        written notice to any party included as an additional insured or loss payee
        notifying them of the intent to cancel or make such change, and that any
        loss
        otherwise payable to them thereunder shall be paid notwithstanding any act
        or
        negligence on their part or that of the Partnership which might, absent such
        provision, result in a forfeiture of all or part of such insurance
        payment.

       

      (v)           Separate
        Insurance:  Without the prior written consent of all Partners of the
        Partnership, neither the Partnership not any SP Subsidiary shall purchase
        separate insurance concurrent in form or contributing in the event of loss,
        with
        the insurance required hereunder.

       

      (vi)           Payment
        of Premium.  The Partnership or the applicable SP Subsidiary shall be
        solely responsible for, and promptly pay when due, any and all premiums on
        all
        such insurance.

       

       

       

      Schedule
        4.7-4


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        A


       

      Form
        of Annual Budget

       

       

       

      [To
        come]

       

      


       

       

      Exhibit
        A-1

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        B


       

      Contribution
        Agreement

       

      


      [Intentionally
        omitted from filing]

       

       

       

       

       

       

      Exhibit
        B-1


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        C


       

      Management
        Agreement

       

      [Intentionally
        omitted from filing]

       

      


       

       

       

      


       

      Exhibit
        C-1

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        D


       

      Purchase
        Agreement

       

      [Intentionally
        omitted from filing]

       

       

       

      
 

       

      


      Exhibit
        D-1

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        E


       

      SP
        Subsidiary Limited Liability Company Agreement

       

      [Intentionally
        omitted from filing]

       

       

       

       

      
 

       

       

      Exhibit
        E-2

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        F


       

      SP
        Subsidiary Partnership Agreement

       

      [Intentionally
        omitted from filing]

       

       

       

       

       

       

      Exhibit
        I-1