EXCEPT WHEN A LENDER TO THE PARTNERSHIP
REQUIRES OTHERWISE, INLAND OR ITS AFFILIATES (THE "LEASING AGENT") WILL PROVIDE
DAY TO DAY DECISIONS AND OPERATIONS AS TO THE LEASING OF THE OWNED PROPERTIES,
WHICH SERVICES SHALL BE PROVIDED TO THE PROPERTY ENTITIES PURSUANT TO THE TERMS
OF A LEASING AGREEMENT IN THE FORM OF THE LEASING AGREEMENT ATTACHED HERETO AS
EXHIBIT 10-C (THE "LEASING AGREEMENT").
THE LEASING AGREEMENT SHALL BE ENTERED
INTO BETWEEN THE PARTNERSHIP (OR THE PROPERTY ENTITIES) AND THE LEASING AGENT
WITH RESPECT TO EACH OF THE OWNED PROPERTIES.
UPON TERMINATION OF THE LEASING
AGREEMENT AS PROVIDED THEREIN, INCLUDING ANY TERMINATION "FOR CAUSE" AS PROVIDED
IN THE LEASING AGREEMENT, THE GENERAL PARTNER AGREES TO SECURE AN UNAFFILIATED
THIRD PARTY LEASING AGENT SATISFACTORY TO BOTH PARTNERS, AND FURTHER, IF LEASING
SERVICES ARE NOT BEING PROVIDED BY AN AFFILIATE OF THE PARTNERS, THE CONSENT OF
THE PARTNERS SHALL BE REQUIRED FOR ANY ADDITIONAL OUTSOURCING OF SERVICES TO
THIRD PARTIES.
FEES FOR MANAGEMENT SERVICES, LEASING SERVICES AND OTHER SERVICES PROVIDED BY
THE PARTNERS OR THEIR AFFILIATES ARE SET FORTH IN EXHIBIT 10-D.
(E)
INSURANCE.
THE GENERAL PARTNER SHALL CAUSE
THE PARTNERSHIP, THE REIT ENTITIES AND OR PROPERTY ENTITIES TO CARRY
COMPREHENSIVE LIABILITY AND FIRE INSURANCE AND, WHERE APPROPRIATE AND
COMMERCIALLY AVAILABLE, TERRORISM, EARTHQUAKE, FLOOD AND WIND INSURANCE,
EXTENDED COVERAGE, AND OTHER APPROPRIATE INSURANCE COVERAGE AS DETERMINED BY
THE GENERAL PARTNER, INCLUDING ANY INSURANCE COVERAGE REQUIRED BY ANY LENDER TO
THE PARTNERSHIP, WITH RESPECT TO EACH OWNED PROPERTY ALL IN FORM AND SUBSTANCE
ACCEPTABLE TO THE GENERAL PARTNER.
THE REQUIRED INSURANCE FOR THE
PARTNERSHIP, REIT ENTITIES AND PROPERTY ENTITIES SHALL BE SET FORTH IN THE
ANNUAL BUSINESS PLAN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
HEREIN, INLAND MAY INCLUDE THE PARTNERSHIP WITHIN ANY UMBRELLA INSURANCE
COVERAGE MAINTAINED BY INLAND, AND UPON THE GENERAL PARTNER'S GOOD FAITH
DETERMINATION OF THE ADEQUACY OF SAME, THE GENERAL PARTNER MAY ELECT TO CAUSE
THE OWNED PROPERTIES TO BE COVERED UNDER ANY CAPTIVE INSURANCE PROGRAM
MAINTAINED BY INLAND.
(F)
NO DUTY TO INQUIRE.
NOTHING HEREIN
CONTAINED SHALL IMPOSE ANY OBLIGATION ON ANY PERSON OR FIRM DOING BUSINESS WITH
THE PARTNERSHIP TO INQUIRE AS TO WHETHER OR NOT THE GENERAL PARTNER HAS EXCEEDED
ITS POWER AND AUTHORITY IN EXECUTING ANY CONTRACT, LEASE, MORTGAGE, SECURITY
AGREEMENT, DEED OR OTHER INSTRUMENT ON BEHALF OF THE PARTNERSHIP, AND ANY SUCH
THIRD PERSON SHALL BE FULLY PROTECTED IN RELYING UPON SUCH AUTHORITY.
(G)
TAX ELECTIONS; TAX STATUS OF PARTNERSHIP AND
REIT ENTITIES.
SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ARTICLE 8) AND ANY LIMITATIONS WITH RESPECT TO MAJOR
DECISIONS, THE GENERAL PARTNER SHALL HAVE THE RIGHT TO MAKE (AND REVOKE) ANY AND
ALL TAX ELECTIONS FOR THE PARTNERSHIP, INCLUDING, WITHOUT LIMITATION, AN
ELECTION TO ADJUST THE TAX BASIS OF PARTNERSHIP ASSETS; PROVIDED, HOWEVER, THAT
THE PARTNERSHIP SHALL MAKE AN ELECTION UNDER CODE SECTION 754 AT PGGM PRE FUND'S
REQUEST; AND, PROVIDED, FURTHER, THAT IN NO EVENT SHALL THE GENERAL PARTNER
MAKE, OR PERMIT THE PARTNERSHIP, THE REIT ENTITIES,