OR OTHERWISE DEAL IN OR WITH ANY AND ALL ASSETS OF THE PARTNERSHIP;
BORROW FUNDS TO FINANCE THE PARTNERSHIP'S ACTIVITIES AND IN CONNECTION WITH SUCH
BORROWING, MORTGAGE, HYPOTHECATE, PLEDGE, LIEN OR OTHERWISE ENCUMBER THE
REVENUES AND ASSETS OF THE PARTNERSHIP; MANAGE OR ARRANGE FOR THE MANAGEMENT OF
THE OWNED PROPERTIES; SUPERVISE ANY CONSTRUCTION ON THE PROPERTIES; ENTER INTO
ANY CONTRACT OR AGREEMENT OR AMEND OR CANCEL THE SAME; INVEST AND REINVEST ANY
FUNDS OR OTHER ASSETS OF THE PARTNERSHIP, ALL AS INCIDENT TO OR NECESSARY FOR
THE OPERATIONS OF THE PARTNERSHIP.
(C)
MAJOR DECISIONS.
NOTWITHSTANDING ANY OTHER
PROVISIONS OF THIS AGREEMENT THAT ARE OR MAY BE CONSTRUED TO THE CONTRARY, THE
GENERAL PARTNER SHALL NOT BE AUTHORIZED TO TAKE, AND SHALL NOT TAKE, ANY OF THE
ACTIONS OR MAKE ANY OF THE DECISIONS THAT ARE LISTED ON EXHIBIT 10-A HERETO
(EACH A "MAJOR DECISION"), WITHOUT THE PRIOR WRITTEN CONSENT OF THE LIMITED
PARTNERS.
(D)
PROPERTY MANAGEMENT, LEASING AND OTHER
SERVICES.
(I)
EXCEPT WHERE A LENDER TO THE PARTNERSHIP
REQUIRES OTHERWISE, THE PARTNERSHIP, REIT ENTITIES AND/OR PROPERTY ENTITIES
SHALL RETAIN ANY ONE OR MORE INLAND AFFILIATES (THE "PROPERTY MANAGER") TO
PROVIDE DAY-TO-DAY DECISIONS AND OPERATIONS AS TO THE MANAGEMENT OF THE OWNED
PROPERTIES, WHICH SERVICES SHALL BE PROVIDED TO THE PROPERTY ENTITIES PURSUANT
TO THE TERMS OF A PROPERTY MANAGEMENT AGREEMENT IN THE FORM OF THE PROPERTY
MANAGEMENT AGREEMENT ATTACHED HERETO AS EXHIBIT 10-B (THE "PROPERTY MANAGEMENT
AGREEMENT") AND SHALL INCLUDE,
BUT NOT BE LIMITED TO, IN-HOUSE LEGAL SERVICES OUTSIDE LEGAL SERVICES, OUTSIDE
MARKETING SERVICES, OR AS OTHERWISE DETERMINED TO BE APPROPRIATE BY THE GENERAL
PARTNER.
INLAND OR ITS AFFILIATES WILL PROVIDE PROPERTY MANAGEMENT SERVICES FOR
ALL OWNED PROPERTIES.
THE PROPERTY MANAGEMENT AGREEMENT SHALL BE ENTERED INTO
BETWEEN THE PARTNERSHIP (OR THE RESPECTIVE PROPERTY ENTITIES) AND THE PROPERTY
MANAGER WITH RESPECT TO EACH OF THE OWNED PROPERTIES.
UPON TERMINATION OF THE
PROPERTY MANAGEMENT AGREEMENT AS PROVIDED THEREIN, INCLUDING ANY TERMINATION FOR
"CAUSE" AS PROVIDED IN THE PROPERTY MANAGEMENT AGREEMENT, THE GENERAL PARTNER
AGREES TO SECURE AN UNAFFILIATED THIRD PARTY PROPERTY MANAGER AND LEASING AGENT
SATISFACTORY TO BOTH LIMITED PARTNERS, AND FURTHER, IF MANAGEMENT AND LEASING
SERVICES ARE NOT BEING PROVIDED BY AN AFFILIATE OF INLAND, THE CONSENT OF THE
LIMITED PARTNERS SHALL BE REQUIRED FOR ANY ADDITIONAL OUTSOURCING OF SERVICES TO
THIRD PARTIES.
ANY AND ALL SUCH AGREEMENTS SHALL TERMINATE UPON THE SALE OF THE
SUBJECT OWNED PROPERTY.
THE PROPERTY MANAGER SHALL BE ENTITLED TO ENTER INTO
SUB-MANAGEMENT AGREEMENTS WITH RESPECT TO ANY OWNED PROPERTY TO BE MANAGED
PURSUANT TO THE PROPERTY MANAGEMENT AGREEMENT.
IN THE EVENT THE LIMITED
PARTNERS ARE UNABLE TO AGREE AS TO WHETHER A MANAGER EVENT, AS DEFINED IN THE
PROPERTY MANAGEMENT AGREEMENT, HAS OCCURRED WITHOUT THE GENERAL PARTNER HAVING
EXERCISED THE OWNER'S, AS DEFINED IN THE PROPERTY MANAGEMENT AGREEMENT, RIGHTS
AND REMEDIES THEREUNDER FOR THIRTY (30) DAYS OR MORE AFTER THE REQUEST OF A
LIMITED PARTNER TO DO SO, A LIMITED PARTNER SHALL BE ENTITLED TO ARBITRATE SUCH
DISAGREEMENT AS PROVIDED IN SECTION 10.9.
(II)