OR LEASE ANY SERVICE OR EQUIPMENT RELATING TO
ANY OWNED PROPERTY;
(VI)
MANAGEMENT FEES, ASSET MANAGEMENT FEES, AND
OTHER FEES AND REIMBURSEMENTS PAYABLE TO THE PROPERTY MANAGER (AS DEFINED IN
SECTION 9.2(D)) PURSUANT TO THE PROPERTY MANAGEMENT AGREEMENT (AS DEFINED IN
SECTION 9.2(D));
(VII)
LEASING FEES PAYABLE TO THE LEASING AGENT (AS
DEFINED IN SECTION 9.2(D)) AND ANY CO-BROKERS OR AGENTS PURSUANT TO THE LEASING
AGREEMENT (AS DEFINED IN SECTION 9.2(D)).
(VIII)
LEASING FEES TO NON-AFFILIATED THIRD PARTIES;
(IX)
ACQUISITION FEES TO NON-AFFILIATED THIRD
PARTIES;
(X)
FEES SET FORTH IN THE ATTACHED EXHIBIT
10-D;
(XI)
EXPENDITURES REQUIRED TO BE MADE IN
CONNECTION WITH ANY LEASE COVERING SPACE IN OR AT ANY OWNED PROPERTY, INCLUDING
TENANT IMPROVEMENTS, TENANT ALLOWANCES AND PAYMENTS, COSTS INCURRED IN
CONNECTION WITH THE PARTNERSHIP (OR ANY REIT ENTITY OR PROPERTY ENTITY) ASSUMING
A TENANT'S LEASE OBLIGATIONS WITH RESPECT TO OTHER REAL PROPERTY AND COSTS
INCURRED IN CONNECTION WITH THE PARTNERSHIP'S (OR ANY REIT ENTITY'S OR PROPERTY
ENTITY'S) EXERCISE OF A RIGHT, OR ENTERING INTO AN AGREEMENT, TO "TAKEBACK"
SPACE IN ANY OWNED PROPERTY;
(XII)
(A) THE FEES AND EXPENSES ASSOCIATED WITH THE
QUALIFICATION OF A REIT ENTITY OWNING INLAND EQUITY INTERESTS RELATING TO AN
INLAND PROPERTY AS A DOMESTICALLY CONTROLLED REIT UPON THE CONTRIBUTION OF SUCH
INLAND EQUITY INTERESTS TO THE APPLICABLE REIT ENTITY FOLLOWING INLAND'S INITIAL
CONTRIBUTION OF SUCH INLAND EQUITY INTERESTS TO THE PARTNERSHIP, (B) THE FEES
AND EXPENSES ASSOCIATED WITH THE ORGANIZATION OF ANY ADDITIONAL REIT ENTITY FOR
THE PURPOSE OF OWNING EQUITY INTERESTS IN A PROPERTY ENTITY THAT HOLDS AN
ADDITIONAL PROPERTY, AND (C) THE FEES AND EXPENSES ASSOCIATED WITH MAINTAINING A
REIT ENTITY AS A DOMESTICALLY CONTROLLED REIT;
(XIII)
SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTION 6.6 HEREOF, THE FEES AND EXPENSES OF ATTORNEYS, ACCOUNTANTS, ARCHITECTS,
ENGINEERS, APPRAISERS, AND OTHER PROFESSIONALS RETAINED BY OR ON BEHALF OF THE
PARTNERSHIP IN ACCORDANCE WITH THE TERMS HEREOF; AND
(XIV)
ALL OTHER CUSTOMARY AND NECESSARY DIRECT
OUT-OF-POCKET COSTS AND EXPENSES OF THE PARTNERSHIP REASONABLY INCURRED IN
ACCORDANCE WITH THIS AGREEMENT.
Notwithstanding the foregoing, there shall, however, be excluded from Expenses:
(i)
all noncash items such as depreciation;
(II)
DISTRIBUTIONS;
(III)
ALL PAYMENTS, DEPOSITS, EXPENSES AND
RESERVES DEDUCTED FROM THE PROCEEDS OF A CAPITAL EVENT TO DETERMINE THE NET
EXTRAORDINARY CASH FLOW;
(IV)
EXPENSES OF THE GENERAL PARTNER FOR
ENTERTAINMENT, PUBLICITY, FUND RAISING, OFFICE SPACE, INFORMATION TECHNOLOGY,
EMPLOYMENT, PERSONNEL OR OTHER MATTERS THAT ARE GENERALLY CONSIDERED TO BE
CORPORATE OVERHEAD, INCLUDING, WITHOUT LIMITATION, INSURANCE OF THE GENERAL
PARTNER AND ITS PERSONNEL;
(V)
ANY EXPENSE, COST OR CHARGE ENUMERATED
ABOVE, TO THE EXTENT SUCH EXPENSE, COST OR CHARGE WAS PAID FROM RESERVES, WHICH
PAYMENT SHALL BE DEEMED TO REDUCE RESERVES; AND
(VI)
EXPENDITURES THAT WOULD BE CAPITALIZED
PURSUANT TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED, TO
THE EXTENT THAT (X) THE PARTNERSHIP HAS RESERVES AVAILABLE TO PAY SUCH
EXPENDITURES; (Y) THE PARTNERSHIP HAS OBTAINED A CREDIT FACILITY WHICH IS
AVAILABLE TO PAY SUCH EXPENDITURES; OR (Z) THE PARTNERS AGREED, PRIOR TO
ACQUIRING THE OWNED