SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Inland Real Estate Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

457461200

(CUSIP Number)

Roberta S. Matlin

Director and Senior Vice President

Inland Real Estate Investment Corporation

2901 Butterfield Road

Oak Brook, Illinois 60523

(630) 218-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 6, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240-13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   457461200
	1)	Names of Reporting Person: Daniel L. Goodwin
	2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3)	SEC Use Only
	4)	Source of Funds: OO, PF
	5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  o
	6)	Citizenship: United States
		Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power: 325
			(8)	Shared Voting Power: 10,814,560
			(9)	Sole Dispositive Power: 325
			(10)	Shared Dispositive Power: 10,814,560
	11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,814,885(1)
	12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:o
	13)	Percent of Class Represented by Amount in Row (11): 12.8%(2)
	14)	Type of Reporting Person (See Instructions) HC, IN

(1) The number of shares reported as beneficially owned is as of June 8, 2009.

(2) The percentage is calculated based on a total of 84,231,177 of the Issuer’s shares of common stock, outstanding as of June 8, 2009.

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CUSIP No.   457461200
	1)	Names of Reporting Person: The Inland Group, Inc.
	2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3)	SEC Use Only
	4)	Source of Funds: OO, WC
	5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  o
	6)	Place of Organization: Delaware
		Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power: 0
			(8)	Shared Voting Power: 10,814,560
			(9)	Sole Dispositive Power: 0
			(10)	Shared Dispositive Power: 10,814,560
	11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,814,560(1)
	12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:o
	13)	Percent of Class Represented by Amount in Row (11): 12.8%(2)
	14)	Type of Reporting Person (See Instructions) CO, HC

(1) The number of shares reported as beneficially owned is as of June 8, 2009.

(2) The percentage is calculated based on a total of 84,231,177 of the Issuer’s shares of common stock, outstanding as of June 8, 2009.

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CUSIP No.   457461200
	1)	Names of Reporting Person: Inland Real Estate Investment Corporation
	2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3)	SEC Use Only
	4)	Source of Funds: OO, WC
	5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  o
	6)	Place of Organization: Delaware
		Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power: 0
			(8)	Shared Voting Power: 10,637,675
			(9)	Sole Dispositive Power: 0
			(10)	Shared Dispositive Power: 10,637,675
	11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,637,675(1)
	12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:o
	13)	Percent of Class Represented by Amount in Row (11): 12.6%(2)
	14)	Type of Reporting Person (See Instructions) CO, HC

(1) The number of shares reported as beneficially owned is as of June 8, 2009.

(2) The percentage is calculated based on a total of 84,231,177 of the Issuer’s shares of common stock, outstanding as of June 8, 2009.

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CUSIP No.   457461200
	1)	Names of Reporting Person: Inland Investment Stock Holding Corporation
	2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3)	SEC Use Only
	4)	Source of Funds: OO, WC
	5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  o
	6)	Place of Organization: Nevada
		Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With			(7)	Sole Voting Power: 0
			(8)	Shared Voting Power: 7,212,118
			(9)	Sole Dispositive Power: 0
			(10)	Shared Dispositive Power: 7,212,118
	11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,212,118(1)
	12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:o
	13)	Percent of Class Represented by Amount in Row (11): 8.6%(2)
	14)	Type of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of June 8, 2009.

(2) The percentage is calculated based on a total of 84,231,177 of the Issuer’s shares of common stock, outstanding as of June 8, 2009.

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CUSIP No.   457461200

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed by Daniel L. Goodwin, The Inland Group, Inc., Inland Real Estate Investment Corporation and Inland Investment Stock Holding Corporation on February 6, 2009 (the “Initial Statement,” and together with Amendment No. 1, the “Schedule 13D”), in connection with the disclosure of two agreements pledging Shares of IISHC and another subsidiary of TIGI that is not itself a reporting person, a decrease in the percentages owned by the Reporting Persons due to an increase in the number of shares outstanding that resulted from the issuance by the Company of additional Shares, and the entry of Daniel L. Goodwin into a lock-up agreement requested by underwriters in connection with the aforementioned issuance.  Capitalized terms used in this Amendment No. 1 without being defined herein have the meanings given to them in the Initial Statement.

Item 3.Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by the addition of the following information:

Pursuant to the Advisory Agreement, Adviser has purchased on behalf of Mr. Goodwin a total of 387,300 Shares for an aggregate price of $2,574,309 from February 5, 2009 through May 28, 2009.  The personal funds of Mr. Goodwin and brokerage account margin loans were the source of consideration for these purchases.

IISHC has purchased a total of 307,658 Shares for an aggregate price of $2,290,475 through its participation in the Company’s distribution reinvestment plan from February 5, 2009 through May 28, 2009.

Item 5.Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety:

(a)See response corresponding to row 11 of the cover page of each Reporting Person for the aggregate number of Shares beneficially owned by the Reporting Persons, which is incorporated herein by reference.  See response corresponding to row 13 of the cover page of each Reporting Person for the percentage of Shares beneficially owned by each of the Reporting Persons, which is incorporated herein by reference.  The Adviser makes decisions as to dispositions of the Shares held in the discretionary accounts of the Adviser Clients (as defined in Item 6) by means of a committee composed of three of the directors of Adviser.  No one officer or director of any of the Reporting Persons, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares.

(b)See responses corresponding to rows seven through ten of the cover page of each Reporting Person for the number of Shares as to which that Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition, which responses are incorporated herein by reference.  The Adviser shares the power to vote or direct the vote and the power of disposition with each of the Adviser Clients with respect to the Shares in their respective accounts.

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CUSIP No.   457461200

(c)During the past 60 days, Mr. Goodwin effected the following Share transactions, one in an underwritten public offering by the Company and two by open market on the New York Stock Exchange:

Date	Type of Transaction	No. of Shares	Price Per Share
5/12/2009	Buy	310,000	$	6.50
5/20/2009	Buy	8,000	$	6.77
5/21/2009	Buy	1,300	$	6.55

During the past 60 days, IISHC effected the following Share transactions, each pursuant to the Company’s distribution reinvestment plan:

Date	Type of Transaction	No. of Shares	Price Per Share
4/17/2009	Buy	74,949	$	7.68
5/18/2009	Buy	86,471	$	6.73

During the past 60 days, no Share transactions have been effected for the accounts of TIGI or IREIC.  To the knowledge of TIGI, IREIC and IISHC, respectively, none of their executive officers and directors has effected any transactions in Shares of the Company in the last 60 days, with the exception of the transactions reported by Mr. Goodwin in this Amendment No. 1,.

(d)None.

(e)Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by the addition of the following information:

On May 11, 2009, Mr. Goodwin signed a lock-up agreement (the “Lock-Up Agreement”) to induce Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC, KeyBanc Capital Markets Inc. and BMO Capital Markets Corp. to enter into an Underwriting Agreement with the Company (the “Underwriting Agreement”).  The Underwriting Agreement relates to the recently completed offer and sale of 17,134,700 Shares.  Subject to certain specified exceptions that include Mr. Goodwin’s ability to re-pledge Shares that were already subject to a pledge at the time the Lock-Up Agreement became effective (none of the Shares owned directly by Mr. Goodwin have been pledged), the Lock-Up Agreement generally restricts Mr. Goodwin’s ability to (1) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, certain of his Shares or securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of certain of his Shares.  These restrictions expire August 10, 2009, subject to extension by up to 34 additional days under certain specified circumstances surrounding the release of earnings or other

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CUSIP No.   457461200

materials news close to the expiration of the Lock-Up Agreement.  The Lock-Up Agreement is attached to this Schedule 13D as Exhibit 7.5.

IISHC and Partnership Ownership Corporation (“POC”) have pledged 3,156,363 and 100,903 Shares, respectively, to Bank of America, N.A. (“Bank of America”) pursuant to that certain Fourth Amended and Restated Ownership Interests Pledge and Security Agreement, dated July 31, 2008, by and among IREIC, IISHC, Inland Funding Corporation, POC and Bank of America (the “Bank of America Pledge Agreement”).  IISHC and POC pledged the Shares as collateral security for a $55 million revolving line of credit extended to IREIC, the corporate parent of both IISHC and POC.  This credit facility matures on June 30, 2009.  The Bank of America Pledge Agreement and corresponding Third Amended and Restated Credit Agreement dated July 31, 2008 among IREIC, Bank of America, Bank of America Securities LLC and other Lenders, if any, are attached to this Schedule 13D as Exhibits 7.6 and 7.7, respectively.

IISHC has pledged 2,909,090 Shares to JPMorgan Chase Bank, N.A. (“JPMorgan”) pursuant to that certain Pledge Agreement, dated October 31, 2008, by and between IISHC and JPMorgan (the “JPMorgan Pledge Agreement”).  IISHC pledged the Shares as collateral security for the obligations of IREIC under that certain Revolving Loan Agreement, dated October 31, 2008, by and between IREIC and JPMorgan.  The maximum revolving facility is $27.5 million, and the borrowing base is an amount up to 65% of the 30-day average closing trading price of the pledged Shares.  The stated maturity date of the facility is October 31, 2009.  The JPMorgan Pledge Agreement and corresponding Revolving Loan Agreement, dated as of October 31, 2008, by and between IREIC and JPMorgan are attached to this Schedule 13D as Exhibits 7.8 and 7.9, respectively.

Item 7.Material to Be Filed as Exhibits

Item 7 is hereby amended and supplemented by the addition of the following:

Exhibit Number	Exhibit
7.5	Lock-Up Agreement dated May 11, 2009 by Daniel L. Goodwin
7.6	Fourth Amended and Restated Ownership Interests Pledge and Security Agreement, dated July 31, 2008, by and among Inland Real Estate Investment Corporation, Inland Investment Stock Holding Corporation, Inland Funding Corporation, Partnership Ownership Corporation and Bank of America, N.A.
7.7	Third Amended and Restated Credit Agreement dated July 31, 2008 among IREIC, Bank of America, Bank of America Securities LLC and other Lenders, if any
7.8	Pledge Agreement, dated October 31, 2008, by and between Inland Investment Stock Holding Corporation and JPMorgan Chase Bank, N.A.
7.9	Revolving Loan Agreement, dated as of October 31, 2008, by and between IREIC and JPMorgan
7.10	Joint Filing Agreement

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CUSIP No.   457461200

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2009	DANIEL L. GOODWIN
		/s/ Daniel L. Goodwin
Dated: June 9, 2009	THE INLAND GROUP, INC.
		/s/ Daniel L. Goodwin
	Name:	Daniel L. Goodwin
	Title:	President
Dated: June 9, 2009	INLAND REAL ESTATE INVESTMENT CORPORATION
		/s/ Roberta S. Matlin
	Name:	Roberta S. Matlin
	Title:	Senior Vice President
Dated: June 9, 2009	INLAND INVESTMENT STOCK HOLDING COMPANY
		/s/ Brenda G. Gujral
	Name:	Brenda G. Gujral
	Title:	President

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EX-7.5

Exhibit 7.5

May 11, 2009

Wachovia Capital Markets, LLC

As Representatives of the Several Purchasers named in

Schedule A to the Purchase Agreement (the “Representatives”)

c/o Wachovia Capital Markets, LLC

301 South College Street, 4th Floor

Charlotte, North Carolina 28288-0735

Dear Sirs and Mesdames:

The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Inland Real Estate Corporation, a Maryland corporation (the “Company”) and such other underwriters identified therein (collectively, the “Purchasers”), providing for the offering (the “Offering”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”).

To induce the Purchasers to participate in the Offering and to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date (the “Lock-Up Period”) of the final prospectus supplement relating to the Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the exercise for cash of any stock option, provided that all shares issued upon exercise are subject to this agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) a foreclosure by a bona fide lender upon shares which on the date of this agreement are pledged to secure a loan, provided that the undersigned used (and the undersigned hereby agrees to use) reasonable efforts to prevent such foreclosure, (d) a pledge (including the use of shares as security in a margin account) of shares that on the date of this agreement are pledged to secure an existing loan as security for any extension or amendment of the existing loan, or as security for a new loan (including a margin loan), provided that the undersigned shall use reasonable efforts to prevent a foreclosure and upon a margin call the undersigned shall prevent a sale of the shares by depositing additional money so that the margin account is brought up to at least the minimum maintenance margin or (e) the transfer of shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock to members of the undersigned’s immediate family or to trusts the beneficiaries of which are exclusively the undersigned and members of the undersigned’s immediate family, so long as the transferee agrees to be bound by the provisions hereof. The shares of Common Stock described in (a)-(d) are hereinafter referred

A-1

to as the “Excluded Shares.” In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except the Excluded Shares or in compliance with the foregoing restrictions.

If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the Lock-Up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph to the undersigned and agrees that any such notice properly delivered will be deemed to have given to, and received by, the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired.

The undersigned understands that the Company and the Purchasers are relying upon this Lock-up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Purchasers. If the sale of the Shares to the Purchasers by the Company pursuant to the terms of a Purchase Agreement is not completed by June 30, 2009, this Agreement and the restrictions contained herein shall terminate.

[Signature Page Follows]

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Very truly yours,

DANIEL L. GOODWIN
By:	/s/ Daniel L. Goodwin
Name:	Daniel L. Goodwin
Title:	Director
Date:	May 11, 2009

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EX-7.6

Exhibit 7.6

FOURTH AMENDED AND RESTATED OWNERSHIP INTERESTS
PLEDGE AND SECURITY AGREEMENT

1.Grant of Pledge and Security Agreement. INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”), INLAND INVESTMENT STOCK HOLDING CORPORATION, a Nevada corporation having a place of business at 500 North Rainbow Boulevard, Suite 300, Las Vegas, Nevada 89107 (“Inland ISHC”), INLAND FUNDING CORPORATION, a Nevada corporation having a place of business at 701 Green Valley Parkway, Henderson, Nevada 89074 (“IFC”), PARTNERSHIP OWNERSHIP CORPORATION, an Illinois corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“POC”; Borrower, Inland ISHC, IFC and POC, are collectively referred to herein as “Pledgor”) do hereby pledge, assign, transfer and deliver to BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement (as hereinafter defined) and do hereby grant to Administrative Agent and the Lenders (as defined in the Credit Agreement) a first priority, perfected security interest in the Collateral (as hereinafter defined) including, but not limited to, the shares of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, to secure the Obligations (as hereinafter defined). The execution and delivery of this agreement (this “Agreement”) is a condition precedent to the continued effectiveness of the Credit Agreement and has been necessitated by the Borrower’s desire to transfer certain of the Pledge Securities (as hereinafter defined). This Agreement is an amendment, restatement and, as applicable, continuation of that certain Third Amended and Restated Ownership Interests Pledge and Security Agreement dated as of March 13, 2006, as the same may have been amended, restated, supplemented or otherwise modified from time to time, does not constitute a novation or release of any of the obligations of the “Pledgors” referenced therein. The Borrower is directly liable for the Obligations and will be substantially benefited by the execution and delivery of this Agreement by the parties thereto and each of Inland ISHC, IFC and POC is an affiliate of the Borrower that will be substantially benefited by the execution and delivery of the Credit Agreement by the parties thereto.

2.Credit Agreement and Defined Terms. This Agreement is delivered pursuant to the terms of that certain Third Amended and Restated Credit Agreement dated as of July 31, 2008, by and among Borrower, Administrative Agent, Banc of America Securities LLC as sole lead arranger and sole book manager, and lenders parties thereto (as the same may be from time to time further amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as in the Credit Agreement.

3.Collateral. The term “Collateral” shall mean and include all of the following:

(a)the right, title and interest of POC and Inland ISHC, respectively, as shareholders in Inland Real Estate Corporation, a Maryland corporation (“IREC”), as and to the extent set forth on Exhibit A attached hereto (collectively, the “IREC Pledged Securities”);

(b)the right, title and interest of IFC, as shareholder in Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (“IWEST”; each of IWEST and IREC shall be a “Subject Company” and, collectively, IWEST and IREC shall be referred to herein from time to time as the “Subject Companies”), as and to the extent set forth on Exhibit A attached hereto (collectively, the “IWEST Pledged Securities”; and, together with the IREC Pledge Securities, the “Pledged Securities”); and

(c)all of Pledgor’s rights and privileges with respect to the Pledged Securities, including without limitation all certificates and other documents relating thereto, all of Pledgor’s income, cash flow, rights of distribution, dividends, interest, other rights to payments of proceeds, accounts, fees, profits, and any other rights to payment of Pledgor which in any way relate to or arise out of the Pledged Securities, or in which Pledgor may be entitled, whether now existing or hereafter arising, as to any of the foregoing whether from or with respect to Pledgor’s interest as a shareholder in IREC or IWEST (as applicable), whether the same are now held by Pledgor or hereafter acquired or in which Pledgor obtains an interest, and all books, records, electronically stored data and information relating to any the foregoing, and all rights of access to such books, records and information and to all properties in which such books, records, and electronically stored data are stored, recorded and maintained, and all substitutions, additions, interest, dividends and other distributions (including, without limitation, stock splits) arising out of or in respect

thereof, all general intangibles relating thereto, and all products and proceeds, both cash and non-cash, arising out of or in respect of any of the foregoing.

4.Obligations. The term “Obligations” shall mean all of the Borrower’s Obligations, as defined in the Credit Agreement and all other obligations of Pledgor to Administrative Agent and Lenders, whether now existing or hereafter arising, direct or indirect, absolute or contingent, under any one or more of: (i) this Agreement; (ii) the Credit Agreement, Note, or any other Credit Document; and (iii) each of the same as hereafter modified, amended, extended or replaced.

5.Warranties and Representations. Pledgor warrants and represents to, and agrees with, Administrative Agent and Lenders that:

5.1Pledgor is and shall be the owner of the Collateral free and clear of all pledges, liens, security interests and other encumbrances of every nature whatsoever, except in favor of Administrative Agent and Lenders.

5.2Pledgor has the full right, power and authority to pledge the Collateral and to grant the security interest in the Collateral as herein provided.

5.3There are no restrictions on the transfer of the Collateral to Administrative Agent and Lenders hereunder, or with respect to any subsequent transfer thereof or realization thereupon by Administrative Agent and Lenders.

5.4There are no outstanding options, warrants or other agreements with respect to the Collateral.

5.5True and complete copies of the organizational documents of each of the Subject Companies have been delivered by Pledgor to Administrative Agent, and the same have not been further amended or modified in any respect whatsoever.

5.6All of the warranties and representations made by or in respect of Pledgor under the Credit Agreement and the other Credit Documents are true, accurate and complete.

5.7The execution, delivery and performance of this Agreement by Pledgor does not and shall not result in the violation of any mortgage, indenture, material contract, instrument, agreement, judgment, decree, order, statute, rule or regulation to which Pledgor is subject, or by which it or any of its property is bound.

5.8Pledgor shall not suffer or permit any lien or encumbrance to exist on or with respect to the Collateral except in favor of Administrative Agent and Lenders.

5.9This Agreement constitutes the legal, valid and binding obligation of Pledgor in accordance with the terms hereof and has been duly authorized, executed and delivered.

5.10The Pledged Securities have been validly issued and are fully paid and non-assessable; the holder thereof is not and will not be subject to any personal liability as such holder; the Pledged Securities are not subject to any charter, bylaw, statutory contractual or other restriction governing their issuance, pledge, transfer, ownership or control except that the sale or transfer of the Pledged Securities may be limited in the absence of an effective registration statement (i) under the Securities Act of 1933, as amended, (ii) under applicable state securities laws, and (iii) under applicable non-U.S. laws.

5.11Any consent, approval or authorization of or designation or filing with any authority on the part of Pledgor which is required in connection with the pledge and security interest granted under this Agreement has been obtained or effected and is in full force and effect.

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6.Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that:

6.1All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.

6.2Pledgor shall execute all such instruments, documents and papers, and do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent may request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.

6.3Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders.

6.4Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders.

6.5Pledgor shall deliver to Administrative Agent, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent shall apply all distributions so delivered or as may be received by Administrative Agent towards the satisfaction of the Obligations or, at its discretion in each instance, Administrative Agent may retain the same as Collateral hereunder.

6.6Insofar as the same may be material or significant to Administrative Agent’s and Lenders’ interests, Pledgor (as applicable) shall perform all of its obligations as a shareholder of each Subject Company.

6.7Pledgor shall not itself or on behalf of any Subject Company take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents.

7.Events of Default. It shall be, without further notice or demand, an “Event of Default” hereunder upon the occurrence of any of the following: (i) the occurrence of an Event of Default as defined in the Credit Agreement or the other Credit Documents; or (ii) the failure of Pledgor to pay and perform all of Pledgor’s

3

obligations to Administrative Agent and Lenders hereunder, unless such failure is cured or remedied within the applicable grace period, if any, set forth or referred to in the Credit Agreement or the other Credit Documents.

Upon any such Event of Default, any and all of the Obligations shall become immediately due and payable at the option of Administrative Agent on behalf of Lenders and Administrative Agent on behalf of Lenders may exercise any one or more of the rights and remedies as hereinafter set forth or as set forth and provided for in each of the other Credit Documents.

8.After Event of Default

8.1Upon the occurrence of any Event of Default, and at any time thereafter (unless Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent), Administrative Agent on behalf of Lenders shall have all of the rights and remedies of (i) a shareholder in each of the Subject Companies and/or (ii) a secured party upon default under the Uniform Commercial Code as adopted in the State of North Carolina, in addition to which Administrative Agent on behalf of Lenders may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral (including, without limitation, the liquidation of debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured, and whether or not any penalties or other charges are imposed on account of such action) for application towards (but not necessarily in complete satisfaction of) the Obligations. Pledgor shall remain liable to Administrative Agent and Lenders for any deficiency remaining following such application.

8.2Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event Administrative Agent shall give Pledgor such notice as may be practicable under the circumstances), Administrative Agent shall give Pledgor at least the greater of the minimum notice required by law, or ten (10) days’ prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made.

8.3Pledgor acknowledges that any exercise by Administrative Agent of Administrative Agent’s and Lenders’ rights upon default will be subject to compliance by Administrative Agent with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority including, without limitation, any of the foregoing which may restrict the sale or disposition of securities. Administrative Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Administrative Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws.

8.4The proceeds of any collection or of any sale or disposition of the Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Administrative Agent on behalf of Lenders determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding. Pledgor shall remain liable to Administrative Agent and Lenders for any deficiency remaining following such application.

9.Actions By Administrative Agent. Upon an Event of Default, Administrative Agent may transfer the Collateral into its name or that of its nominee and may receive the income and any distributions thereon and hold the same as Collateral for the Obligations or apply the same to any of the Obligations. While an Event of Default exists, Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of the Pledgor to: (a) endorse in favor of Administrative Agent and Lenders any of the Collateral; (b) cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) cause the issuance of certificates for book entry and/or uncertificated securities; (d) renew, extend or roll over any Collateral; (e) make, demand and initiate actions to enforce any of the Collateral or rights therein; and

4

(f) file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor. In addition, regardless of whether an Event of Default exists, (i) Pledgor authorizes Administrative Agent at any time and from time to time to file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor and (ii) Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. While an Event of Default exists, Administrative Agent shall have and may exercise at any time all rights, remedies, powers, privileges and discretions of Pledgor with respect to and under the Collateral, including without limitation all voting rights available to holders of the Collateral. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of Pledgor. Neither Administrative Agent nor any Lender shall be liable for any act or omission to act pursuant to this Section 9, except for any act or omission to act which is in actual bad faith.

10.Rights and Remedies. The rights, remedies, powers, privileges and discretions of Administrative Agent and Lenders hereunder (hereinafter, the “Rights and Remedies”) shall be cumulative and not exclusive of any rights, remedies, powers, privileges or discretions which it may otherwise have. No delay or omission by Administrative Agent or any Lender in exercising or enforcing any of the rights and remedies shall operate as, or constitute, a waiver thereof. No waiver by Administrative Agent or any Lender of any Default or any Event of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other of the Credit Documents. No exercise of any of the Rights and Remedies and no other agreement or transaction of whatever nature entered into between Administrative Agent or any Lender and Pledgor at any time shall preclude any other exercise of the Rights and Remedies. No waiver by Administrative Agent or any Lender of any of the Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion nor shall it be deemed a continuing waiver.  All of the Rights and Remedies and all of Administrative Agent’s and Lenders’ rights, remedies, powers, privileges and discretions under any other agreement or transaction are cumulative and not alternative or exclusive and may be exercised by Administrative Agent or any Lender at such time or times in such order of preference as Administrative Agent or such Lender in its sole and absolute discretion may determine.

11.Pledgor’s Consent and Waiver. Pledgor hereby agrees that Administrative Agent, on behalf of Lenders, may enforce its rights as against the Pledgor, the Collateral, or as against any other party liable for the Obligations, or as against any other collateral given for any of the Obligations, in any order or in such combination as Administrative Agent may in its sole discretion determine, and Pledgor hereby expressly waives all suretyship defenses and defenses in the nature thereof, agrees to the release or substitution of any collateral hereunder or otherwise, and consents to each and all of the terms, provisions and conditions of the other Credit Documents. The Pledgor further: (a) waives presentment, demand, notice and protest with respect to the Obligations and the Collateral; (b) waives any delay on the part of Administrative Agent or any Lender; (c) assents to any indulgence or waiver which Administrative Agent or any Lender may grant or give any other person liable or obliged to Administrative Agent or such Lender for or on account of the Obligations; (d) authorizes Administrative Agent to alter, amend, cancel, waive or modify any term or condition of the obligations of any other person liable or obligated to Administrative Agent and Lenders for or on account of the Obligations without notice to or further consent from Pledgor; (e) agrees that no release of any property securing the Obligations shall affect the rights of Administrative Agent or any Lender with respect to the Collateral hereunder which is not so released; and (f) to the fullest extent that it is not unlawful to do so, waives the right to notice and/or hearing, if it might otherwise be entitled thereto, prior to Administrative Agent’s or any Lender’s exercising the Rights and Remedies upon an Event of Default.

12.Administrative Agent and Lenders May Assign. Pledgor agrees that upon any sale or transfer by Administrative Agent or any Lender of the Credit Documents and the indebtedness evidenced thereby, Administrative Agent or such Lender may deliver to the purchaser or transferee the Collateral, who shall thereupon become vested with all powers and rights given to Administrative Agent or such Lender in respect thereto, and Administrative Agent or such Lender shall be thereafter forever relieved and fully discharged from any liability or responsibility in connection therewith.

13.Limits on Administrative Agent’s and Lenders’ Duties. Neither Administrative Agent nor any Lender shall have any duty as to the collection or protection of the Collateral, or any portion thereof, or any income

5

or distribution thereon, beyond the safe custody of such of the Collateral as may come into the actual possession of Administrative Agent or such Lender, and neither Administrative Agent nor any Lender shall have any duty as to the preservation of rights against prior parties or any other rights pertaining thereto.

14.Miscellaneous.

14.1Administrative Agent’s and Lenders’ Rights and Remedies may be exercised without resort to or regard to any other source of satisfaction of the Obligations.

14.2All of the agreements, obligations, undertakings, representations and warranties herein made by the Pledgor shall inure to the benefit of Administrative Agent and Lenders and their respective successors and assigns and shall bind Pledgor and its successors and assigns.

14.3This Agreement and all other instruments executed in connection herewith incorporate all discussions and negotiations between the Pledgor and Administrative Agent and Lenders concerning the matters included herein and in such other instruments. No such discussions or negotiations shall limit, modify or otherwise affect the provisions hereof. No modification, amendment or waiver of any provisions of the within Agreement or of any provision of any other agreement between the Pledgor and Administrative Agent or any Lenders shall be effective unless executed in writing by the party to be charged with such modification, amendment and waiver and, if such party be Administrative Agent or a Lender, then by a duly authorized officer thereof.

14.4This Agreement and all other documents in Administrative Agent or any Lender’s possession which relate to the Obligations may be reproduced by Administrative Agent or such Lender by any photographic, photostatic microfilm, microcard, miniature photographic, xerographic or similar process and, with the exception of instruments constituting the Collateral, Administrative Agent or any Lender may destroy the original from which any document was so reproduced. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction shall be likewise admissible in evidence.

14.5Captions in this Agreement are intended solely for convenience and shall not have any affect on the meaning or interest of any provisions hereof.

14.6Each provision hereof shall be enforceable to the fullest extent not prohibited by applicable law. The invalidity and unenforceability of any provision(s) hereof shall not impair or affect any other provision(s) hereof which are valid and enforceable.

14.7This Agreement may be executed in several counterparts, each of which when executed and delivered is an original, but all of which together shall constitute one instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart which is executed by the party against whom enforcement of such agreement is sought.

14.8Any demand, notice or request by either party to the other shall be given in the manner provided therefor in the Credit Agreement.

14.9This Agreement shall in all respects be governed, construed, applied and enforced in accordance with the internal laws of the State of North Carolina without regard to principles of conflicts of law.

15.WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, IFC, INLAND ISHC, POC, ADMINISTRATIVE AGENT AND LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF

6

DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND LENDERS TO ACCEPT THIS AGREEMENT AND MAKE THE LOAN.

16.Joint and Several. The obligations of Borrower, Inland ISHC, IFC, and POC hereunder shall be joint and several.

[Signature page attached]

7

This Agreement has been executed and delivered within the as an instrument under seal as of the 31st day of July, 2008.

PLEDGOR:
INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation
By:	/s/ Catherine L. Lynch
	Name:	Catherine L. Lynch
	Title:	Treasurer

INLAND INVESTMENT STOCK HOLDING CORPORATION, a Nevada corporation
By:	/s/ Catherine L. Lynch
	Name:	Catherine L. Lynch
	Title:	Treasurer

PARTNERSHIP OWNERSHIP CORPORATION, an Illinois corporation
By:	/s/ Catherine L. Lynch
	Name:	Catherine L. Lynch
	Title:	Treasurer

INLAND FUNDING CORPORATION, a Nevada corporation
By:	/s/ Alan F. Kremin
	Name:	Alan F. Kremin
	Title:	Treasurer

8

EXHIBIT A
PLEDGED SECURITIES

IREC PLEDGED SHARES

CERTIFICATE NO.	SHAREHOLDER	NO. OF SHARES IN IREC
IRC 16348	POC	100,903
IRC 20033	Inland ISHC	20,000
IRC 20020	Inland ISHC	136,363
IRC 20021	Inland ISHC	500,000
IRC 20022	Inland ISHC	500,000
IRC 20023	Inland ISHC	500,000
IRC 20024	Inland ISHC	500,000
IRC 20025	Inland ISHC	500,000
IRC 20026	Inland ISHC	500,000
TOTAL:		3,257,266

IWEST PLEDGED SHARES

CERTIFICATE NO.	SHAREHOLDER	NO. OF SHARES IN IWEST
IWR 0787	IFC	500,000
IWR 0788	IFC	500,000
IWR 0789	IFC	500,000
IWR 0790	IFC	500,000
IWR 0791	IFC	500,000
IWR 0792	IFC	500,000
IWR 0793	IFC	500,000
IWR 0794	IFC	500,000
IWR 0795	IFC	500,000
IWR 0796	IFC	500,000
IWR 0797	IFC	500,000
IWR 0798	IFC	500,000
IWR 0799	IFC	500,000
IWR 0800	IFC	500,000
IWR 0802	IFC	500,000
IWR 0805	IFC	500,000
IWR 0803	IFC	437,500
TOTAL:		8,437,500

EX-7.7

Exhibit 7.7

THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

July 31, 2008

among

INLAND REAL ESTATE INVESTMENT CORPORATION, as Borrower,

BANK OF AMERICA, N.A., as Administrative Agent and a Lender,

BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager

and

the other Lenders, if any, which may become parties

£o this Credit Agreement

$55,000,000.00 SECURED REVOLVING LINE OF CREDIT

TABLE OF CONTENTS

			Page
1.	BACKGROUND		1
	1.1	Defined Terms	1
	1.2	Borrower	1
	1.3	Use of Loan Proceeds	1
	1.4	Accounting Terms	2
	1.5	Guaranties and Indemnities	2
2.	LOAN PROVISIONS		2
	2.1	Amount of Facility	2
	2.2	Term of Facility; Extension Rights	3
	2.3	Interest Rate and Payment Terms	3
	2.4	Fees	9
3.	SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS		10
	3.1	Credit Documents and Security Documents	10
	3.2	Collateral	10
	3.3	Guaranty	10
4.	CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES		10
5.	CONDITIONS PRECEDENT		11
	5.1	Satisfactory Credit Documents	11
	5.2	No Material Change	11
	5.3	Warranties and Representations Accurate	11
	5.4	Financials	11
	5.5	Validity and Sufficiency of Security Documents	11
	5.6	No Other Liens; Taxes and Municipal Charges Current	11
	5.7	Organizational Documents and Entity Agreements	11
	5.8	Votes, Consents and Authorizations	12
	5.9	Legal and Other Opinions	12
	5.10	Due Diligence	12
	5.11	Fees and Expenses	12
	5.12	Consents	12
	5.13	No Default/Compliance with Covenants	12
	5.14	No Litigation	12
	5.15	Intentionally Omitted	12
	5.16	Conditions to all Loans	12
6.	WARRANTIES AND REPRESENTATIONS		13
	6.1	Financial Information	13
	6.2	No Violations	13
	6.3	No Litigation	14
	6.4	Compliance With Legal Requirements	14
	6.5	Use of Proceeds	14
	6.6	Entity Matters	14
	6.7	Valid and Binding	15
	6.8	Deferred Compensation and ERISA	15
	6.9	No Material Change; No Default	15
	6.10	No Broker or Finder	16
	6.11	Background Information and Certificates	16
	6.12	Consents	16
	6.13	Indebtedness	16
	6.14	Government Regulation	16
	6.15	Environmental Matters	16
	6.16	Pledged Shares	17
	6.17	Initial Advance Properties	17
	6.18	Full Disclosure	17
	6.19	Other Warranties and Representations	17

i

			Page
	6.20	Solvency	17
	6.21	Advance Properties	17
7.	COVENANTS		18
	7.1	Notices	18
	7.2	Financial Statements and Reports	18
	7.3	Financial Covenants	20
	7.4	Indebtedness and Restrictions on Liens, Transfers and Additional Debt	20
	7.5	Liens/Negative Pledges	21
	7.6	Nature of Business	21
	7.7	Limitations on Certain Transactions	21
	7.8	Investments	21
	7.9	Dividends and Distributions	21
	7.10	Transactions with Affiliates	21
	7.11	Borrower’s Organizational Documents	21
	7.12	ERISA	22
	7.13	Place for Records: Inspection	22
	7.14	Costs and Expenses	22
	7.15	Compliance with Legal Requirements	22
	7.16	Replacement Documentation	22
	7.17	Pledged Shares	22
	7.18	Indemnification	23
	7.19	[Intentionally deleted.]	23
	7.20	Use of Proceeds	23
	7.21	Advance Properties	23
8.	SPECIAL PROVISIONS		23
	8.1	Right to Contest	23
	8.2	Borrower Fully Liable	24
9.	EVENTS OF DEFAULT		24
	9.1	Default and Events of Default	24
	9.2	Intentionally Omitted	26
	9.3	Certain Remedies	26
10.	Intentionally deleted		27
11.	ADMINISTRATIVE AGENT AND LENDERS		27
	11.1	Appointment of Administrative Agent	27
	11.2	Administration of Facility by Administrative Agent	27
	11.3	Delegation of Duties	28
	11.4	Exculpatory Provisions	28
	11.5	Reliance by Administrative Agent	28
	11.6	Notice of Default	28
	11.7	Lenders’ Credit Decisions	29
	11.8	Administrative Agent’s Reimbursement and indemnification	29
	11.9	Administrative Agent in its Individual Capacity	29
	11.10	Successor Administrative Agent	29
	11.11	Duties in the Case of Enforcement	30
	11.12	Respecting Loans and Payments	30
	11.13	Delinquent Lender	32
	11.14	Holders	33
	11.15	Assignment and Participation	33
	11.16	Disclosure	35
	11.17	Miscellaneous Assignment Provisions	35
	11.18	Assignment by Borrower	35
	11.19	Administrative Matters	35
	11.20	Deemed Consent or Approval	36
	11.21	Borrower Indemnification/Reimbursement of Lenders	36
	11.22	Other Agents; Arrangers and Managers	36
12.	GENERAL PROVISIONS		37

ii

		Page
12.1	Notices	37
12.2	Intentionally Omitted	38
12.3	Further Assurance	38
12.4	Parties Bound	38
12.5	Waivers, Extensions and Releases	39
12.6	Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial	39
12.7	Survival	40
12.8	Cumulative Rights	40
12.9	Claims Against Administrative Agent or Lenders	40
12.10	Table of Contents, Title and Headings	41
12.11	Counterparts	41
12.12	Time Of the Essence	41
12.13	No Oral Change	41
12.14	Monthly Statements	41
12.15	USA Patriot Act	41
12.16	Prior Credit Agreement	42
12.17	Integration	42

iii

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This third amended and restated revolving line of credit agreement (this “Agreement”) is made and entered into as of the 31st day of July, 2008, by and between INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Borrower”), the lenders from time to time parties hereto (each, a “Lender” and collectively “Lenders”), BANK OF AMERICA, N.A. (as successor by merger lo Fleet National Bank), as agent for itself and such Lenders (in such capacity, the “Administrative Agent”), BANC OF AMERICA SECURITIES LLC, as sole lead arranger and sole book manager (in such capacity, the “Arranger”), and is an amendment and restatement of that certain Second Amended and Restated Credit Agreement dated as of March 13, 2006 (the “Original Credit Agreement”), as amended by that certain First Modification of Credit Documents dated as of October 30, 2006 (the “First Modification”), as amended by that certain Second Modification of Credit Documents dated as of February 7, 2007 (the “Second Modification”), as amended by that certain Third Modification of Credit Documents dated as of November 19, 2007 (the “Third Modification”), as amended by that certain Fourth Modification of Credit Documents dated as of March 31, 2008 (the “Fourth Modification”), as amended by that certain Fifth Modification of Credit Documents dated as of June 30, 2008 (the “Fifth Modification”; together with the Original Credit Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification and as the same may have been otherwise amended, restated, supplemented or otherwise modified prior to the date hereof, the “Prior Credit Agreement”). In connection with such amendment and restatement of the Prior Credit Agreement contemplated under this Agreement, the parties hereto intend and agree (i) that the Maximum Loan Amount shall be reduced from $80,000,000.00 under the Prior Credit Agreement to $55,000,000.00 under this Agreement, (it) that the aggregate Commitments and the aggregate Credit Exposure under this Agreement shall be adjusted and reallocated as of the date first staled above in a manner such that the respective Commitments and Credit Exposure of each Lender under this Agreement shall correspond to the Commitment Percentage of such Lender, and any funds received in connection with such amendment and restatement from MB Financial Bank, N.A. or any other new Lenders not party lo the Prior Credit Agreement shall be paid to the existing Lenders under the Prior Credit Agreement (which shall include the payment in full of the Credit Exposure of LaSalle Bank and any other such existing Lenders that no longer maintain any Commitments under this Agreement) in such amounts as arc necessary to achieve such adjustment and reallocation, and (iii) that (A) the IWEST Pledged Shares (as defined herein) will be pledged as additional Collateral and (B) up lo 2,909,090 shares of the IREC Pledged Shares pledged as Collateral in connection with the Prior Credit Agreement will no longer be included as Collateral.

WITNESSETH:

1.BACKGROUND.

1.1Defined Terms.

Capitalized terms used in this Agreement are defined either in Exhibit A, or in specific sections of this Agreement, or in another Credit Document, as referenced in Exhibit A.

1.2Borrower.

Borrower is a corporation organized under the laws of the Slate of Delaware.

1.3Use of Loan Proceeds.

Borrower has applied to Administrative Agent for a secured revolving credit facility (the “Facility”) of up to Fifty-five Million Dollars ($55,000,000.00). The proceeds of the Facility may be used only in connection with the acquisition of Advance Properties in accordance with the terms of this Agreement. Such Advance Properties will be acquired by Guarantor or by Subsidiaries of Guarantor and offered by Guarantor for sale to one or more third parties, all as part of Guarantor’s real estate programs.

1.4Accounting Terms.

Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis or another accounting method reasonably acceptable to Administrative Agent. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements and reports delivered pursuant to Section 7.2 (or, prior to the delivery of the first financial statements pursuant to Section 7.2, consistent with the financial statements dated March 31, 2005); provided, however, if (a) Borrower shall object to determining such compliance on such basis at the lime of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto, or (b) Administrative Agent or the Required Lenders shall so object in writing within thirty (30) days after delivery of such financial statements, (hen such calculations shall be made on a basis consistent with the most recent financial statements delivered by Borrower to Lenders as to which no such objection shall have been made.

1.5Guaranties and Indemnities.

As an inducement to Administrative Agent and Lenders to make the Facility available to Borrower, Inland Real Estate Exchange Corporation, an Illinois corporation having a place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Guarantor”) has agreed to furnish a guaranty in connection with the Facility as more particularly provided in Section 3.3 of this Agreement. Guarantor is a wholly owned subsidiary of Borrower.

2.LOAN PROVISIONS,

2.1Amount of Facility.

(a)Lenders’ Commitments. Subject to all of the terms, conditions and provisions of this Agreement, each Lender agrees severally to make available to Borrower for the purposes herein set forth such Lender’s Commitment Percentage of revolving credit loans requested by Borrower (each a “Loan” and, collectively, the “Loans”) in Dollars from time lo time from the Closing Date until the Maturity Date, or such earlier dale as the Commitments shall have been terminated as provided herein; provided, however, (i) with regard lo each Lender individually, such Lender’s interest in outstanding Loans shall not exceed such Lender’s Commitment Percentage of the Credit Exposure and (ii) with regard lo the Lenders collectively, (A) subject to the provisions of Section 2.3.10 hereof, the Credit Exposure shall not, at any time during the Term, exceed the Commitment Limit; (B) the Credit Exposure shall not, at any time during (he Term, exceed the Maximum Loan Amount; and (C) no additional Loans shall be made available lo the Borrower during any period in which the Credit Exposure (assuming the funding of any requested Loans) exceeds the Advance Limit. Loans may be repaid and reborrowed in accordance with the provisions hereof.

(b)Commitment Limit/Advance Limit. The components of the Commitment Limit and the Advance Limit dependant upon prices of shares on the New York Stock Exchange shall each be calculated on a weekly basis on the first Business Day of each week during the Term based on the IREC Pledged Stock valuation information for the last Business Day of the previous week; provided, that the Administrative Agent shall have the right, in its discretion, to update such calculation as of any date on which the Administrative Agent reasonably believes that the Advance Limit and the Commitment Limit will be materially reduced as a result of any changes in the value in the IREC Pledged Stock, provided, however, that Administrative Agent shall not be permitted to update such calculation in a manner that, causes the Advance Limit with respect to the IREC Shares lo exceed 60% without the consent of each Lender. The components of the Commitment Limit and the Advance Limit dependant upon the aggregate additional paid in capital on a per share basis of the IWEST Pledged Shares shall be adjusted immediately as of each date on which the Borrower (or any Pledgor) notifies the Administrative Agent of any change in such aggregate additional paid in capital on a per share basis.

(c)Loans. Loans may be made only in connection with the acquisition of Advance Properties by Borrower or a Subsidiary of Borrower. Each Loan shall be made as to a specific Advance Properly. A Loan made with respect to the acquisition of an Advance Property shall be in the amount requested by Borrower, with such

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amount not to exceed the lesser of (i) the Net Acquisition Costs of such Advance Properly, (ii) the Appraised Value of such Advance Property, (iii) the Available Credit, or (iv) unless a higher amount is Approved by Administrative Agent with respect to a particular Advance Properly (which consent may be granted or withheld in (he absolute discretion of the Administrative Agent), Forty Million and No/100 Dollars ($40,000,000.00).

(d)Notice of Borrowing. In order to request that Lenders make a Loan hereunder, Borrower must submit (i) a Notice of Borrowing in the form attached hereto as Exhibit I, which Notice of Borrowing shall describe the applicable Advance Property in detail and (ii) the Advance Property Submittals for the applicable Advance Property (and any other information or materials reasonably requested by the Administrative Agent (with respect to such Advance Property), to Administrative Agent at least five (5) Business Days prior to dale on which the requested Loan is to be funded and shall subsequently also submit to Administrative Agent a Notice of Rate Selection in accordance with Section 2.3.5. Borrower shall promptly confirm the acquisition of each Advance Property with respect to which Borrower has submitted a Notice of Borrowing by written notice to Administrative Agent, together with a copy of a fully executed closing statement with respect thereto and, to the extent requested by the Administrative Agent, evidence of proper transfer of title to the Borrower or the applicable Subsidiary thereof with respect to such Advance Property.

(e)Notes. The Loans shall be evidenced by duly executed Promissory Notes of Borrower to each Lender in face principal amounts equal to each such Lender’s pro rata share of the Maximum Loan Amount based on each such Lender’s Commitment Percentage; such Notes shall be substantially in the form of Exhibit 17.

2.2Term of Facility; Extension Rights.

(a)The Facility shall be for a term (the “Term”) commencing on the date hereof and ending on the Maturity Date (as defined below).

(b)As used herein, the term “Maturity Dale” shall mean June 30, 2009

2.3Interest Rate and Payment Terms.

Amounts outstanding under the Facility shall be payable as to interest and principal in accordance with the provisions of this Agreement and the Notes. This Agreement also provides for interest at a Default Rate, Late Charges and prepayment rights and fees. Any and all interest rate selection and conversion provisions in this Agreement are lo be administered by Administrative Agent and are to be allocated on a pro rata basis to the Notes held by each Lender based upon such Lender’s Commitment Percentage.

2.3.1Borrower’s Options. Principal amounts outstanding under the Facility shall bear interest at the following rates, at Borrower’s selection, subject to the conditions and limitations provided for in this Agreement: (i) Adjusted Base Rate, (ii) Adjusted Floating LIBOR Rate or (iii) Adjusted Fixed LIBOR Rate; provided, however, that (A) notwithstanding anything to the contrary contained herein or in any Credit Document, Floating LIBOR Rate Loans shall be available to the Borrower hereunder only to the extent that each Lender that is a party hereto is able, pursuant to all applicable Legal Requirements, all other applicable laws, codes and/or regulations and all applicable internal practices and policies of such Lender, to provide such Floating LIBOR Rate Loans on the terms and conditions set forth herein and (B) if any Lender hereunder shall deliver to the Administrative Agent and Borrower a notice that it is not able lo provide Floating LIBOR Rate Loans on the terms and conditions set forth herein, the Borrower’s ability to request and receive Floating LIBOR Rate Loans hereunder shall be immediately converted to Base Rate Loans and Floating LIBOR Rate Loans shall not be available hereunder until such lime as all Lenders hereunder can again provide such Floating LIBOR Rate Loans.

2.3.2Selection To Be Made. Borrower shall select, on a Loan by Loan basis, and thereafter may change the selection of, the applicable interest rate from the alternatives otherwise provided for in this Agreement by giving Administrative Agent a Notice of Rate Selection as provided in Section 2.3.5: (i) at least three (3) Business Days prior lo the initial making of a Loan, (ii) on any Business Day on which Borrower desires lo convert an outstanding Fixed LIBOR Rate Loan to any Variable Rate Loan, to convert a Base Rate Loan to a Floating LIBOR Rate Loan or lo convert a Floating LIBOR Rate Loan to a Base

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Rate Loan or (iii) at least three (3) Business Days before the date on which Borrower desires to convert an outstanding Variable Rate Loan to a Fixed LIBOR Rate Loan or make any change with respect lo an outstanding Fixed LIBOR Rate Loan; provided, that any conversion of any Fixed LIBOR Rate Loan or any other change with respect to a Fixed LIBOR Rate Loan shall be subject to the Make Whole Provision, to the extent applicable.

2.3.3Increased Costs. If due to any one or more of: (i) the introduction of any applicable law or regulation or any change in the interpretation or application by any authority charged with the interpretation or application of any law or regulation; or (ii) the compliance with any guideline or request from any governmental central bank or other governmental authority (whether or not having the force of law), there shall be an increase in the cost to Administrative Agent or any Lender of agreeing to make or making, funding or maintaining Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans, including without limitation changes which affect or would affect the amount of capital or reserves required or expected to be maintained by Administrative Agent or any Lender, with respect to all or any portion of the Facility, or any corporation controlling Administrative Agent or any Lender, on account thereof, (hen, provided that such increases in costs are not due to the fraud or negligence of Administrative Agent or such Lender, Borrower shall from time to time, upon written demand by Administrative Agent or such Lender, pay to Administrative Agent or such Lender additional amounts sufficient lo indemnify Administrative Agent or such Lender against such increased cost. A certificate as to the amount of the increased cost and the reason therefor submitted to Borrower by Administrative Agent or such Lender, in the absence of manifest error, shall be conclusive and binding for all purposes.

2.3.4Illegality. Notwithstanding any other provision of this Agreement to the contrary, if the introduction of, or a change in the interpretation of, any law, treaty, statute, regulation or interpretation thereof shall make it unlawful, or any central bank or government authority shall assert by directive, guideline or otherwise, that it is unlawful, for Administrative Agent or any Lender to make or maintain Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans or to continue to fund or maintain any such Loans then, on written notice thereof and demand by Administrative Agent to Borrower, (a) the obligation of Administrative Agent and Lenders to make Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans (as applicable) and to convert or continue any Loan as Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans (as applicable) shall terminate and (b) Borrower shall convert all Loans outstanding under the Facility into Base Rate Loans (or, to the extent not subject to this provision, Floating LIBOR Rate Loans) until such time as such Lender may again make, maintain, and fund Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans.

2.3.4.1Treatment of Affected Loans. If the obligation of any Lender to make Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans shall be suspended pursuant to Section 2.3.3 or 2.3.4 hereof, such Lender’s Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans shall be automatically converted into Base Rate Loans (or, to the extent not subject to such provisions, Floating LIBOR Rate Loans) on the last day(s) of the then current Interest Period(s) for such Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 2.3.3 or 2.3.4 hereof that gave rise to such conversion no longer exist:

(a)to the extent that such Lender’s Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans have been so converted, ail payments and prepayments of principal that would otherwise be applied to such Lender’s Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans shall be applied instead to its Base Rate Loans (or, if applicable, Floating LIBOR Rate Loans); and

(b)all Loans that would otherwise be made or continued by such Lender as Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans shall be made or continued instead as Base Rate Loans (or, if applicable, Floating LIBOR Rate Loans), and ail Base Rate Loans of such Lender that would otherwise be converted into Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans shall remain as Base Rate Loans.

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If such Lender gives notice to Borrower (with a copy to Administrative Agent) that the circumstances specified in Section 2.3.3 or 2.3.4 hereof that gave rise lo the conversion of such Lender’s Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans to Base Rate Loans pursuant to ibis Section 2.3.4.1 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a lime when Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans to the extent necessary so that, after giving effect thereto, all Loans held by Lenders holding Fixed LIBOR Rate Loans and/or Floating LIBOR Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with such Lenders’ respective Commitment Percentages.

2.3.4.2Taxes.

(a)Any and all payments by Borrower to or for the account of any Lender or Administrative Agent hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and ail liabilities with respect thereto, excluding, in the case of each Lender and Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (or its Applicable Lending Office) or Administrative Agent (as the case may be) is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Credit Document to any Lender or Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.3.4.2) such Lender or Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to in Section 12.1, the original or a certified copy of a receipt evidencing payment thereof.

(b)In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Credit Document (hereinafter referred lo as “Other Taxes”).

(c)Borrower agrees to indemnify each Lender and Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.3.4.2) paid by such Lender or Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto.

(d)Each Lender organized under the laws of a jurisdiction outside the United Slates, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the dale on which it becomes a Lender in the case of each other Lender, and from time to lime thereafter if requested in writing by Borrower or Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide Borrower and Administrative Agent with (i) Internal Revenue Service Forms W-8ECI, W-8BEN, W-8IMY and W-9 (or their equivalent), as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying if appropriate that such Lender is entitled lo benefits under an income lax treaty lo which the United Stales is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United Slates,

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and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 87 3(h) and 881(c) of the Code) certifying that such Lender is entitled to an exemption from or a reduced rate of lax on payments pursuant lo this Agreement or any of the other Credit Documents.

(e)For any period with respect to which a Lender has failed to provide Borrower and Administrative Agent with the appropriate form pursuant to Section 2.3.4.2(d) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 2.3.4.2(a) or 2.3.4.2(b) with respect to Taxes imposed by the any Governmental Authority; provided, however, that should a Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required hereunder, Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(f)If Borrower is required to pay additional amounts to or for the account of any Lender pursuant lo this Section 2.3.4.2, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender.

(g)Within thirty (30) days after the date of any payment of Taxes or Other Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of a receipt evidencing such payment.

(h)Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 2.3.4.2 (but not as lo any penalties or interest resulting from erroneous reporting or late filing by Administrative Agent or any Lender) shall survive the repayment of the Loans, and the other obligations under the Credit Documents and the termination of the Commitments hereunder.

2.3.5Notice. A “Notice of Rate Selection” shall be a written notice, given by cable, tested telex, telecopier (with authorized signature), or by e-mail or telephone if immediately confirmed by such a written notice, from an Authorized Representative of Borrower which; (a) is irrevocable; (b) is received by Administrative Agent not later than 11:00 o’clock A.M. Eastern Time: (i) at feast three (3) Business Days prior to the funding of a Loan, (ii) on any Business Day on which Borrower desires to convert an outstanding Fixed LIBOR Rate Loan to a Variable Rate Loan, to convert a Base Rate Loan to a Floating LIBOR Rate Loan or to convert a Floating LIBOR Rate Loan to a Base Rate Loan, or (iii) at least three (3) Business Days before the date on which Borrower desires lo convert any outstanding Variable Rate Loan to a Fixed LIBOR Rate Loan or make any change with respect to an outstanding Fixed LIBOR Rate Loan; and (c) as to each selected interest rate option, sets forth the aggregate principal amount(s) to which such interest rate option(s) shall apply and the Interest Period(s) applicable to each Fixed LIBOR Rate Loan.

2.3.6If No Notice. If Borrower fails to select an interest rate option in accordance with Section 2.3.5 with respect to any Loan, such Loan made shall be deemed to be a Base Rate Loan, and on the last day of the applicable Interest Period all outstanding principal amounts shall be deemed converted to such a Base Rate Loan.

2.3.7Telephonic Notice. Without in any way limiting Borrower’s obligation to confirm in writing any telephonic notice, Administrative Agent may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from Borrower prior to receipt of written confirmation. In each case Borrower hereby waives the right to dispute Administrative Agent’s record of the terms of such telephonic Notice of Rate Selection in the absence of manifest error.

2.3.8Limits On Options. Each Fixed LIBOR Rate Loan and each Variable Rate Loan shall be in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000.00).  At no time shall there be

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outstanding a total of more than fifteen (15) Fixed LIBOR Rate Loans at any lime; provided, that Fixed LIBOR Rate Loans with the same Interest Period (with respect to both commencement and completion dates) shall, for purposes hereof, be considered one (1) Fixed LIBOR Rate Loan. If Borrower shall make more than three (3) interest rate selections in any thirty (30) day period, excluding conversions of outstanding Loans made at the end of an applicable Interest Period of any previously outstanding Fixed LIBOR Rate Loan, Administrative Agent may impose and Borrower shall pay a reasonable processing fee for each such additional selection.

2.3.9Payment and Calculation of Interest. All interest shall be: (a) payable in arrears commencing on August I, 2008 with payments to be made on each Interest Payment Date thereafter; and (b) calculated on the basis of a 360 day year and the actual number of days elapsed.

(i)Base Rate Loans. During such periods as the Loans shall be comprised in whole or in part of Base Rate Loans, such Base Rate Loans shall bear interest at a per annum rate equal to the Adjusted Base Rate. Each change in the Prime Rate shall simultaneously change the Adjusted Base Rate payable under this Agreement; such changes shall take place immediately without notice or demand of any kind;

(ii)Floating LIBOR Rate Loans. During such periods as the Loans shall be comprised in whole or in part of Floating LIBOR Rate Loans, such Floating LIBOR Rate Loans shall bear interest at a per annum rate equal to the Adjusted Floating LIBOR Rate, as determined from day to day in accordance with the terms of the definition thereof; and

(iii)Fixed LIBOR Rate Loans. During such periods as the Loans shall be comprised in whole or in part of Fixed LIBOR Rate Loans, such Fixed LIBOR Rate Loans shall bear interest at a per annum rate equal to the Adjusted Fixed LIBOR Rate. Interest at the Fixed LIBOR Rate shall be computed from and including the first day of the applicable Interest Period to, but excluding, the last day thereof.

2.3.10Voluntary and Mandatory Principal Payments.

(a)Voluntary Prepayments. Borrower shall have the right to prepay Loans in whole or in part at any time upon reasonable prior written notice to Administrative Agent without premium or penalty with respect to Variable Rate Loans and, with respect to Fixed LIBOR Rate Loans, subject lo the Make-Whole Provision. Any partial prepayment of principal shall be applied to principal.

(b)Mandatory Prepayments.

(i)If (A) as of any date on which a calculation is made pursuant to Section 2.1(b) hereof, the Credit Exposure shall exceed the Commitment Limit and (B) as of the date five (5) Business Days following the Borrower’s receipt of notification (whether written or oral and regardless of the source of such notification) of such excess, the Credit Exposure remains in excess of the Commitment Limit (as recalculated pursuant to Section 2.1(b)), the Borrower shall immediately either prepay (he outstanding balance on the Loans in an amount sufficient to cause the Credit Exposure to be equal to or less than the Commitment Limit or provide additional collateral security for the Borrower Obligations, in form and substance and pursuant to documentation acceptable to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion) such that the adjusted value of the collateral security for the Borrower’s Obligations is, pursuant to calculations that are acceptable in form and substance to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion), equal to or in excess of the Credit Exposure.

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(ii)If at any time the Credit Exposure shall exceed the Maximum Loan Amount, the Borrower shall immediately prepay the outstanding balance on the Loans in an amount sufficient to eliminate such excess.

(iii)Upon the sale of any Advance Property by Borrower or a Subsidiary of Borrower or the sale of any direct or indirect interest in an Advance Property or of the Capital Stock of any Person holding any interest in any Advance Property, the Net Sales Proceeds of any such sale shall be paid by Borrower to the Administrative Agent (for the benefit of the Lenders) within two (2) Business Days after any such sale in an amount equal to the lesser of (A) one hundred percent (100%) of such Net Sales Proceeds and (B) the outstanding balance on the Loan applicable to such Advance Properly, and such amount shall be applied to the outstanding balance on the Loan applicable to such Advance Properly.

(iv)If Borrower shall (i) make a material misrepresentation in a Notice of Borrowing or an Officer’s Certificate or (ii) intentionally make a materially misleading disclosure in a Notice of Borrowing or an Officer’s Certificate, (hen Administrative Agent on behalf of Lenders shall be entitled to demand repayment of the Loan related lo the Advance Property which was the subject of the Notice of Borrowing or the Officer’s Certificate and Borrower shall repay such Loan and interest accrued thereon within thirty (30) days after Administrative Agent’s demand therefor.

(v)All prepayments of Fixed LIBOR Rate Loans made under this Section 2.3.10(b) shall be subject to the Make-Whole Provision.

(c)Prepayments shall not reduce the Maximum Loan Amount and may be reborrowed in accordance with, and subject to the other terms of, this Agreement.

2.3.11Maturity. At Maturity, all accrued interest, principal and other charges due with respect to the Facility (including, without limitation, all Loans) shall be due and payable in full, and any unpaid principal balance and such other amounts shall continue to bear interest at the Default Rate until so paid.

2.3.12Method of Payment; Date of Credit. AH payments of interest, principal and fees shall be made in lawful currency of the United States in immediately available funds, without counterclaim or setoff and free and clear of and without any deduction or withholding for any taxes or other payments: (a) by direct charge to an account of Borrower maintained with Administrative Agent (or the then holder of the Facility), or (b) by wire transfer to Administrative Agent, or (c) to such other bank or address as the holder of the Facility may designate in a written notice to Borrower. Payments shall be credited on the Business Day on which immediately available funds are received prior to 1:00 o’clock P.M. (Charlotte, North Carolina time); payments received after 1:00 o’clock P.M. (Charlotte, North Carolina time) shall be credited on the next Business Day, payments which are not in the form of immediately available funds shall not be credited until such funds become immediately available to Administrative Agent,

2.3.13Billings. Administrative Agent may submit monthly billings reflecting payments due; however, any changes in the applicable interest rate(s) which occur between the date of billing and the due date may be reflected in the billing for a subsequent month. Neither the failure of Administrative Agent to submit a billing nor any error in any such billing shall excuse Borrower from the obligation to make full payment of all Borrower’s payment obligations when due.

2.3.14Default Rate. Administrative Agent shall have the option of imposing, and Borrower shall pay upon billing therefor, a default interest rate which is four percent (4%) per annum above the Adjusted Base Rate (the “Default Rate”) on the total principal amount then outstanding under the Facility: (a) while any monetary Default exists and is continuing, during that period between the due date and the date of payment; (b) following any Event of Default, unless and until the Event of Default is waived by Administrative Agent or the Required Lenders, as the case may be, or is cured and (c) after Maturity.

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Borrower’s right to select pricing options shall cease during the existence of a monetary Default, or while an Event of Default exists, or upon Maturity.

2.3.15Late Charges. Borrower shall pay, upon billing therefor, a “Late Charge” equal to five percent (5%) of the amount of any payment of principal (except the principal balance due at Maturity), interest, or both, which is not paid within ten (10) days of the due dale thereof. Late Charges shall be: (a) payable in addition to, and not in limitation of, the Default Rate, (b) intended to compensate Administrative Agent for administrative and processing costs incident to late payments, (c) are not interest, and (d) shall not be subject to refund or rebate or credited against any other amount due.

2.3.16Make Whole Provision. Borrower shall pay to Administrative Agent for the benefit of each affected Lender, immediately upon request and notwithstanding any contrary provisions contained in this Agreement or any of the Credit Documents, such amounts as shall, in the conclusive judgment of Administrative Agent (in the absence of manifest error), compensate Administrative Agent and each Lender for the loss, cost or expense which it reasonably incurs as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a Fixed LIBOR Rate Loan on a date other than the last day of the applicable Interest Period of such Fixed LIBOR Rate Loan, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Rate Loan on a date other than the last day of the applicable Interest Period of such Fixed LIBOR Rate Loan, (iii) the failure of all or a portion of a Loan which was to have borne interest at the Adjusted Fixed LIBOR Rate pursuant to the request of Borrower to be made under this Agreement (except as a result of a failure by Administrative Agent or any Lender to fulfill Administrative Agent’s or such Lender’s obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a Fixed LIBOR Rate Loan. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus any reasonable amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Administrative Agent and each Lender to fund or maintain a Fixed LIBOR Rate Loan, including, without limitation, the costs associated with the cancellation of any interest rate hedge agreement, as determined by Administrative Agent and each Lender.

2.3.17Application of Payments. All payments made in connection with any of the Borrower’s Obligations (regardless of the intention of the Borrower or any other party in making such payment) shall be applied (a) first, to the payment of any fees, expenses and other amounts due to Administrative Agent and Lenders under the Credit Documents (excluding principal and interest but including any payments due under the Make Whole Provision), (b) second, to accrued and unpaid interest, and (c) third, to the balance on account of outstanding principal. Provided, however, that while an Event of Default exists, all payments will be applied to the Borrower’s Obligations in such order as the Required Lenders determine in their sole discretion, provided, that to the extent the Required Lenders do not dictate the order in which to make payments, such payments will be applied in the order provided in this Section 2.3.17.

2.3.18Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the portions of the Loan advanced by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such portions of (he Loan or such participations, as the case may be, pro rata with each of them. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all its rights of payment. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

2.4Fees.

(a)Commitment Fees.  Borrower agrees to pay to Administrative Agent for the benefit of Lenders in immediately available funds on or before the Closing Dale a commitment fee as required in the Fee Letter and to the

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Arranger or Administrative Agent, as applicable, all other fees in the amounts agreed to by Borrower, Arranger and Administrative Agent in the Fee Letter.

(b)Unused Loan Fee. Borrower shall, as of the first day of each calendar quarter during the Term and as of the Maturity Date (for the immediately preceding fiscal quarter or portion thereof) pay to Administrative Agent for the benefit of Lenders a fee (the “Unused Loan Fee”) equal to the sum (as calculated for each day elapsed during the applicable period) (i) a quarterly percentage equivalent to 0.25% per annum (based on a year of 360 days), multiplied by (ii) the daily amount for each such day, calculated as (A) $48,000,000, less (B) the outstanding principal balance of the Loans as of the end of such day; provided, that such calculated amount shall not, for any day, be less than zero (0). The Unused Loan Fee shall commence to accrue on the dale hereof and shall be payable in arrears.

3.SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS.

3.1Credit Documents and Security Documents.

The Facility shall be made, evidenced, administered, secured and governed by all of the terms, conditions and provisions of the “Credit Documents”, each as the same may be hereafter modified or amended, consisting of: (i) this Agreement; (ii) separate promissory notes in the form of Exhibit F annexed hereto, with one note being payable to each Lender in the original principal amount equal to such Lender’s Commitment, such promissory notes to be in the aggregate original principal amount of Fifty-five Million Dollars ($55,000,000.00) (collectively, together with any additional Notes delivered as provided herein, the “Note” or the “Notes”); (iii) the Security Documents; (iv) the Guaranty; (v) the Fee Letter; (vi) the Modifications and Amendments and (vi) any and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto executed to further evidence or secure the Facility.

3.2Collateral.

(a)The Pledge Agreement shall remain in full force and effect with respect to and a binding obligation of each of the Pledgors during the term hereof. The Pledge Agreement, together with the UCC-1 financing statements filed in connection therewith and the other certificates and documents executed in connection therewith, all in form and substance acceptable to Administrative Agent on behalf of Lenders, are collectively referred to herein as the “Security Documents.” The Collateral consists of the Pledged Shares.

(b)Borrower hereby authorizes Administrative Agent at any time and from time to time to file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Borrower.

3.3Guaranty.

Borrower will cause the Guarantor to execute and deliver an unconditional, continuing Third Amended and Restated Guaranty of even dale herewith guaranteeing, among other things, payment of all principal and interest due under the Facility and performance of all of Borrower’s Obligations under the Facility (the “Guaranty”).

4.CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES.

Borrower hereby represents and warrants to the Administrative Agent and the Lenders that it has the power and authority to enter into this Agreement and the other Credit Documents and to perform the Borrower’s Obligations under and consummate the transactions contemplated by this Agreement and the Credit Documents and that it has by proper action duly authorized the execution and delivery of this Agreement and the other Credit Documents. Borrower hereby further agrees that Administrative Agent and each of the Lenders is authorized to rely upon the continuing authority of the persons, officers, signatories or agents designated by Borrower (“Authorized Representatives”) to bind Borrower with respect to ail matters pertaining to the Facility and the Credit Documents including, but not limited to, the selection of interest rates. Such authorization may be changed only upon written notice to Administrative Agent accompanied by evidence, reasonably satisfactory to Administrative Agent, of the authority of the person giving such notice and such notice shall be effective not sooner than five (5) Business Days

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following receipt thereof by Administrative Agent. The present Authorized Representatives are listed on Exhibit C and are hereby approved by Administrative Agent. Administrative Agent shall have a right of approval, not lo be unreasonably withheld or delayed, over the identity of any additional Authorized Representatives so as to assure Administrative Agent and each of the Lenders that each Authorized Representative is a responsible and senior official of Borrower.

5.CONDITIONS PRECEDENT.

The obligation of Administrative Agent and Lenders to enter into this Agreement and (he obligation of Lenders to make the Initial Funding shall be subject to satisfaction of the following conditions (in form and substance acceptable to Administrative Agent and Lenders):

5.1Satisfactory Credit Documents.

Bach of the Credit Documents and Security Documents shall be satisfactory in form, content and manner of execution and delivery to Administrative Agent and Administrative Agent’s counsel.

5.2No Material Change.

No change shall have occurred in the condition (financial or otherwise), business, assets, affairs, operations, prospects or control of Borrower, Guarantor or any Pledgor which would have a Material Adverse Effect since the date of such party’s financial statements most recently delivered to Administrative Agent pursuant to the terms of the Prior Credit Agreement.

5.3Warranties and Representations Accurate.

All warranties and representations made by or on behalf of Borrower, Guarantor and each Pledgor to Administrative Agent or any Lender shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not misleading.

5.4Financials.

Administrative Agent on behalf of Lenders shall have received and approved financial statements from Borrower and Guarantor for the fiscal year ended June 30, 2008 and for each fiscal quarter ended prior lo the dale of this Agreement, in each case pursuant to the terms and conditions set forth in the Prior Credit Agreement and in form and substance as would have been required for such financial statements under Section 7.2 hereof.

5.5Validity and Sufficiency of Security Documents.

The Security Documents shah create (or continue to maintain) a valid and perfected lien on the Collateral in favor of the Administrative Agent and for the benefit of the Administrative Agent and the Lenders, and each of the Security Documents and related UCC filings shall have been duly recorded or filed to the satisfaction of Administrative Agent, and Administrative Agent’s counsel.

5.6No Other Liens; Taxes and Municipal Charges Current.

The Collateral shall not be subject to any liens or encumbrances, whether inferior or superior to the Credit Documents or the Security Documents, unless such liens or encumbrances have been approved by Administrative Agent and Lenders.

5.7Organizational Documents and Entity Agreements.

Administrative Agent shall have received and approved the Borrower’s Organizational Documents and the organizational documents of Guarantor, each other Pledgor and those entities which comprise the respective partners or members thereof and certificates of good standing and legal existence for Borrower, Guarantor and each Pledgor, in each case issued as of a recent date by such entity’s state of organization.

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5.8Votes, Consents and Authorizations,

Administrative Agent shall have received and approved certified copies of all partnership, entity and corporate votes, consents and authorizations of Borrower, Guarantor and each Pledgor as may be required to evidence authority for: (a) closing the Facility and the transactions contemplated by this Agreement and the other Credit Documents; (b) providing continuing authorization to designated persons to deal in all respects on behalf of Borrower, Guarantor and each Pledgor; and (c) the execution of all Credit Documents.

5.9Legal and Other Opinions.

Administrative Agent shall have received and approved legal opinion letters from counsel representing Borrower, Guarantor and each Pledgor which meet Administrative Agent’s legal opinion requirements.

5.10Due Diligence.

All due diligence deemed necessary by Administrative Agent shall have been completed and approved by Administrative Agent,

5.11Fees and Expenses.

All fees and expenses owing to Lenders and Administrative Agent shall have been paid.

5.12Consents.

Administrative Agent shall have received and approved ail consents and approvals that are required in connection with the execution and delivery of this Agreement and the other Credit Documents, including without limitation, consents and approvals required under existing mortgage and loan agreements and organizational agreements, and from governmental authorities.

5.13No Default/Compliance with Covenants.

(a)There shall not be any Default or Event of Default under any of the Credit Documents, (b) Borrower, Guarantor and each Pledgor shall be in compliance with all covenants contained herein and in the other Credit Documents and (c) the Borrower, Guarantor and each Pledgor shall be in compliance with all of their respective material financial obligations.

5.14No Litigation.

There shall not be any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority, that has a reasonable probability of materially adversely affecting Borrower, Guarantor, any Pledgor, any Initial Advance Property or any transaction contemplated hereby or by the Credit Documents, or the ability of Borrower, Guarantor or any Pledgor to perform its obligations under this Agreement or the other Credit Documents.

5.15Intentionally Omitted.

5.16Conditions to all Loans.

The obligations of Administrative Agent and each Lender to make, convert or extend any Loan (including the Initial Funding) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Sections 5.1 through Section 5.15 above:

(a)Borrower shall have delivered a Notice of Borrowing and a Notice of Rate Selection;

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(b)           the representations and warranties set forth in Section 6 shall be, subject to the limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier dale);

(c)           no Default or Event of Default shall exist and be continuing either prior to or after giving effect to the making of such Loan;

(d)           since the most recent calculation thereof, no material adverse change shall, in the reasonable judgment of the Administrative Agent, have occurred with respect lo either the IREC Share Value or the IWEST Share Value;

(e)           immediately after giving effect to the making of such Loan (and the application of the proceeds thereof), the Credit Exposure shall not exceed the Commitment Limit;

(f)            the acquisition of the Advance Properly with respect to which the Borrower has requested a Loan shall have closed or shall close within three (3) Business Days after the date such Loan is made, and Borrower shall provide Administrative Agent with written notice that such acquisition has occurred, together with an executed closing statement with respect to such acquisition;

(g)           Administrative Agent shall have received and approved the Advance Properly Submittals with respect to each of the Advance Properties and such other information and documentation as may be reasonably requested by Administrative Agent; and

(h)           there shall not be any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority, that has a reasonable probability of materially adversely affecting the Advance Property with respect to which a Loan is being made.

The delivery of each Notice of Borrowing shall constitute a representation and warranty by Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (h) above. Administrative Agent on behalf of Lenders hereby acknowledges its receipt and approval (or waiver) of all Advance Property Submittals for all of the Initial Advance Properties.

6.WARRANTIES AND REPRESENTATIONS.

Borrower warrants and represents to Administrative Agent and each of the Lenders for the express purpose of inducing Administrative Agent and Lenders to enter into this Agreement, to make the Facility available to Borrower, to make (he Loans, and to otherwise complete all of the transactions contemplated hereby, that as of the date of this Agreement, upon the dale any Loan is funded and at all times thereafter until such Loan has been repaid and all obligations to Administrative Agent and each of the Lenders have been satisfied as follows:

6.1          Financial Information.

The financial statements of the Borrower and Guarantor delivered lo the Administrative Agent pursuant to the terms of the Prior Credit Agreement and the terms of this Agreement are true, accurate and complete in all material respects and the same fairly present the financial condition of Borrower and Guarantor as of the dates thereof. Such financial statements were prepared in accordance with GAAP and since the date of such financial statements there have occurred no changes or circumstances which have had or will have a Material Adverse Effect. All Financial statements of Borrower and Guarantor hereafter furnished to Administrative Agent and each of the Lenders shall be true, accurate and complete and shall fairly present the financial condition of Borrower and Guarantor as of the dates thereof.

6.2          No Violations.

Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will: (i) violate or conflict with any provision of the Borrower’s Organizational Documents or other governance documents of

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Borrower, Guarantor or any other Pledgor; (ii) violate any law, regulation (including without limitation Regulation U (12 CFR 223, regarding margin stock), Regulation X (12 CFR 224, regarding borrowers of securities credit) or Regulation T (12 CFR 220, regarding credit by brokers and dealers)) order, writ, judgment, injunction, decree or permit applicable to Borrower, Guarantor or any other Pledgor; (iii) violate or materially conflict with the contractual provisions of, or cause an event of default under, any indenture, mortgage, deed of trust, contract or other agreement or instrument to which Borrower, Guarantor or any other Pledgor is a party or by which Borrower, Guarantor or any other Pledgor may be bound; or (iv) result in or require the creation of any lien, security interest or other charge or encumbrance (other than those contemplated in or in connection with the Credit Documents) upon or with respect to the properly of Borrower, Guarantor or any other Pledgor. None of Borrower, Guarantor or any other Pledgor is a party to any agreement or instrument or subject to any other obligation or any charter or corporate or partnership restriction, as the case may be, which, individually or in the aggregate, is likely to have a Material Adverse Effect.

6.3          No Litigation.

There is no action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority, that has a reasonable probability of materially adversely affecting Borrower, Guarantor, any Pledgor, any Initial Advance Property or any transaction contemplated hereby or by the Credit Documents, or the ability of Borrower, Guarantor or any Pledgor to perform its obligations under this Agreement or the other Credit Documents.

6.4          Compliance With Legal Requirements.

The Borrower, the Guarantor and each Pledgor is in compliance in all material respects with all laws, rules, regulations, orders and decrees (including without limitation Environmental Laws) applicable to it, or to its properties, unless such failure to comply would not have or would not be reasonably expected to have a Material Adverse Effect.

6.5          Use of Proceeds.

The proceeds of any Loan shall be used solely for the purposes described in Section 1.3 above.

6.6          Entity Matters.

6.6.1Borrower. Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (e) has all necessary power pursuant to proper authorization to enable it to enter into the Credit Documents; (d) is duly qualified to do business in and is in good standing under the laws of each other jurisdiction where the failure to do so could have a Material Adverse Effect; and (e) has the corporate or other necessary power and authority, and the legal right, to conduct the business in which it is currently engaged.

6.6.2Guarantor. Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has all necessary power pursuant to proper authorization to enable it to enter into the Credit Documents to which it is a party; (d) is duly qualified to do business in and is in good standing under the laws of each other jurisdiction where the failure to do so could have a Material Adverse Effect; and (e) has the corporate or other necessary power and authority, and the legal right, to conduct the business in which it is currently engaged.

6.6.3POC. POC (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has all necessary power pursuant to proper authorization to enable it to enter into the Credit Documents lo which it is a party; (d) is duly qualified to do business in and is in good standing under the laws of each other jurisdiction

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where the failure to do so could have a Material Adverse Effect; and (c) has the corporate or other necessary power and authority, and the legal right, to conduct the business in which it is currently engaged.

6.6.4Inland ISHC. Inland ISHC (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has all necessary power pursuant to proper authorization to enable it to enter into the Credit Documents to which it is a party; (d) is duly qualified to do business in and is in good standing under the laws of each other jurisdiction where the failure to do so could have a Material Adverse Effect; and (e) has the corporate or other necessary power and authority, and the legal right, to conduct the business in which it is currently engaged.

6.6.5IPC. IFC (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) has all necessary power pursuant to proper authorization to enable it to enter into the Credit Documents to which it is a party; (d) is duly qualified to do business in and is in good standing under the laws of each other jurisdiction where the failure to do so could have a Material Adverse Effect; and (e) has the corporate or other necessary power and authority, and the legal right, to conduct the business in which it is currently engaged.

6.6.6Intentionally Omitted.

6.7          Valid and Binding.

Bach of the Credit Documents constitutes the legal, valid and binding obligations of Borrower and, where applicable, Guarantor and each Pledgor; and Borrower’s Organizational Documents constitute the legal, valid and binding obligations of the parties thereto, in accordance with the respective terms thereof. All required entity actions and proceedings have been duly taken with respect to Borrower, Guarantor and each Pledgor so as to authorize the execution and delivery by Borrower, Guarantor and each Pledgor of (he Credit Documents. All consents and approvals that are required in connection with the execution and delivery of this Agreement and the other Credit Documents have been obtained, including without limitation, consents and approvals required under existing mortgage and loan agreements, organizational agreements, and from governmental authorities.

6.8          Deferred Compensation and ERISA.

Borrower has not established and does not plan to establish any pension, profit sharing, stock option, insurance or other arrangement or plan (“or employees covered by Title IV of the Employment Retirement Security Act of 1974, as now or hereafter amended (“ERISA”) and no “Reportable Event” as defined in Section 4043 of ERISA has occurred and is now continuing with respect to any “multiemployer plan” or “single-employer plan” as defined in Section 4001 of ERISA (an “ERISA Plan”). The granting of the Facility, the performance by Borrower of its obligations under the Credit Documents and Borrower’s conducting of its operations do not and will not violate any provisions of ERISA.

6.9          No Material Change; No Default.

None of Borrower, Guarantor nor any other Pledgor is in default in any respect under any contract, lease, agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party which default would have or would be reasonably expected to have a Material Adverse Effect. No Default or Event of Default presently exists. Borrower, Guarantor and each Pledgor has each filed all required federal, state and local tax returns and has paid all taxes due pursuant to such returns or any assessments against such enmity. No change has occurred with respect to Borrower, Guarantor, any other Pledgor, the Collateral or any Advance Property that would reasonably be expected to have a Material Adverse Effect.

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6.10        No Broker or Finder.

Neither Borrower, nor anyone on behalf of Borrower, has dealt with any broker, finder or other person or entity who or which may be entitled to a broker’s or finder’s fee, or other compensation, in connection with the Facility or the Prior Credit Agreement.

6.11        Background Information and Certificates.

All of the factual information contained or referred to in this Agreement (including the exhibits to this Agreement) and the other Credit Documents, and in the certificates and opinions furnished to Administrative Agent or any Lender by or on behalf of Borrower, Guarantor and each other Pledgor in connection with (he Facility, is true, accurate and complete in all material respects, and omits no material fact necessary to make the same not misleading.

6.12        Consents.

Except to the extent previously obtained, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or any other Person is required in connection with the execution, delivery or performance of this Agreement or any of the other Credit Documents.

6.13        Indebtedness.

Except as stated in the most recent financial statements provided pursuant to Sections 5.4 or 7.2 hereof, as applicable, Borrower does not have any Indebtedness, except as previously disclosed to the Administrative Agent.

6.14        Government Regulation.

Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act, each as amended. Borrower is an “affiliated person(s)” of an “investment company”, as those terms are defined in the Investment Company Act of 1940, as amended, and necessary documentation has been filed with the appropriate authorities regarding Borrower’s status thereunder. The consummation of the transactions contemplated by this Agreement and the other Credit Documents will not result in the violation by Borrower of any provision of such act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder. Borrower is not a “holding company”, or a “subsidiary company” o( a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.15        Environmental Matters.

(a)Except as would not result or be reasonably expected to result in a Material Adverse Effect:

(i)            Neither Borrower nor any of its Subsidiaries has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Advance Properties, nor does Borrower have knowledge that any such notice is being threatened.

(ii)           No judicial proceeding or governmental or administrative action is pending or, to the knowledge of Borrower, threatened, under any Environmental Law to which Borrower or any Subsidiary of Borrower is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, remediation orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to Borrower, any Subsidiary of Borrower or any of the Advance Properties.

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6.16        Pledged Shares.

Set forth on Exhibit B-1 is a complete and accurate list of (a) the IREC Pledged Shares existing as of July 31, 2008 and (b) the IWEST Pledged Shares existing as of July 31, 2008, or, in each case, such later date on which the Borrower may update such exhibit in accordance with Section 7.2.5 hereof. Administrative Agent shall provide an updated Exhibit B-1 to Lenders upon receipt thereof. The IREC Pledged Shares set forth on Exhibit B-1 July 31, 2008 represent approximately 4.78% of all shares of IREC Capital Stock outstanding as of July 31, 2008 and the IWEST Pledged Shares set forth on Exhibit B-1 as of July 31, 2008 represent approximately 4.75% of all shares of IWEST Capital Stock outstanding as of July 31, 2008.

6.17        Initial Advance Properties.

Set forth on Exhibit B-2 is a complete and accurate list of all Initial Advance Properties existing as of the Closing Date. Administrative Agent shall provide an updated Exhibit B-2 to Lenders upon receipt thereof.

6.18        Full Disclosure.

All information heretofore furnished by Borrower to Administrative Agent or any Lender for purposes of or in connection with this Agreement or the other Credit Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Borrower to Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is stated. Borrower has disclosed to Administrative Agent and Lenders in writing any and all facts which have had or might have in the future a Material Adverse Effect.

6.19        Other Warranties and Representations.

Borrower has no reason to believe that any warranties or representations made in writing by Guarantor or any other Pledgor to Administrative Agent or any Lender are untrue, incomplete or misleading in any material respect.

6.20        Solvency.

Borrower, Guarantor and each other Pledgor are each Solvent.

6.21        Advance Properties.

(a)           Borrower has not received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any Advance Properly or any part thereof, or any proposed termination or impairment of any parking at any such Advance Property or of any sale or other disposition of any Advance Property or any part thereof in lieu of condemnation.

(b)           To Borrower’s knowledge: (i) no portion of any Advance Properly has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition; and (ii) no portion of any Advance Properly is located in a special flood hazard area as designated by any federal governmental authority or, if so located therein, national Hood insurance is available and has been applied for with respect to such Advance Properly.

(c)           Borrower has not received any written notice of any pending, threatened or contemplated proceedings affecting any Advance Property which could have a Material Adverse Effect.

(d)           Borrower and those Subsidiaries of Borrower that will be acquiring Advance Properties have acquired, arc acquiring and will acquire al! Advance Properties for their own account and not as trustee or agent or on behalf of any other Person, directly or indirectly, and without any intention of selling or assigning the same except in the normal course of Borrower’s business.

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(e)           None of the Borrower or any individual Subsidiary thereof directly owns legal title to more than one (1) Advance Property; provided, for purposes of clarification, that the Borrower or certain of its Subsidiaries may own Capital Stock of multiple Persons which each hold an Advance Property.

7.COVENANTS.

Borrower covenants and agrees that from the date hereof and so long as any Indebtedness remains unpaid hereunder, or any of the Loans or other obligations remain outstanding, as follows:

7.1          Notices.

Borrower shall, with reasonable promptness, but in all events within ten (10) days after it has actual knowledge thereof, unless Borrower has resolved or otherwise cured such matter within such ten (10) day period, notify Administrative Agent and each of the Lenders in writing of the occurrence of any act, event or condition which constitutes a Default or Event of Default under any of the Credit Documents, specifying the nature and existence thereof. Such notification shall include a written statement of any remedial or curative actions which Borrower proposes to undertake to cure or remedy such Default or Event of Default.

7.2          Financial Statements and Reports.

Borrower shall furnish or cause to be furnished to Administrative Agent from time to time the following financial statements and reports and other information, all in form, manner of presentation and substance acceptable to Administrative Agent:

7.2.1        Annual Statements. Within one hundred and eighty (180) days following the end of each fiscal year of each of Borrower and Guarantor, a consolidated balance sheet and income statement of such entity, prepared in accordance with GAAP, as of the end of such fiscal year together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP and shall not be limited as to the scope of the audit or qualified as to the status of Borrower or Guarantor as a going concern.

7.2.2        Periodic Statements. Within sixty (60) days following the end of each fiscal quarter of each of Borrower and Guarantor (other than a fiscal quarter occurring at the end of a fiscal year), a consolidated balance sheet and income statement of such entity, as of the end of such fiscal quarter, together with related consolidated statements of operations and retained earnings for such fiscal quarter in each case setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to Administrative Agent, and accompanied by a certificate of an authorized officer of Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of Borrower and Guarantor and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.

7.2.3        Data Requested. Within a reasonable period of time after a request from Administrative Agent, such other financial data or information as Administrative Agent may reasonably request with respect to Borrower, Guarantor, each other Pledgor, the Collateral or any of the Advance Properties, including, without limitation, operating statements, budgets, rent rolls, lease status reports, historical and projected operating statements, development budgets, documentation relating to existing debt, engineering reports, environmental reports, surveys, title commitments, and appraisals.

7.2.4        Tax Returns. Upon the request of Administrative Agent and after the filing thereof, complete copies of all federal and state tax return supporting schedules of Borrower, Guarantor and each other Pledgor contained within the consolidated returns of the Inland Group will be provided to Administrative Agent.

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7.2.5Updates to Exhibit B-l. Within ten (10) days of any date on which any of the information set forth on Exhibit B-l attached hereto is, in any manner, caused to be or otherwise becomes inaccurate, an update to Exhibit B-l correcting such information, such exhibit to be in form and substance acceptable to the Administrative Agent, in its reasonable discretion.

7.2.6Officer’s Certificate.

(a)           At the time of delivery of the financial statements provided for in Sections 7.2.1 and 7.2.2 above, a certificate of an authorized officer of Borrower substantially in the form of Exhibit G (an “Officer’s Certificate”) (i) demonstrating compliance with the financial covenants contained in Section 7.3 by calculation thereof as of the end of each such fiscal quarter, and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action Borrower proposes to take with respect thereto.

(b)           In the event that any of the certificates delivered to Administrative Agent pursuant to this Section 7.2.6 indicates a violation of the financial covenants contained in Section 7.3, the Commitment Limit shall be reduced by the amount necessary, if any, in order for Borrower to maintain compliance with all covenants contained herein or in the other Credit Documents, including without limitation the covenants set forth in Section 7.3, and Borrower shall make any prepayment required by Section 2.3.10(b).

7.2.7Advance Properties. As soon as available, and in any event within forty five (45) days after the close of each fiscal quarter of Borrower, (i) a report in a form satisfactory to Administrative Agent in its reasonable discretion describing (A) each Advance Property in which Borrower has acquired an interest during such fiscal quarter and (B) and any transfers of direct or indirect ownership interests in any Advance Property that have occurred during such fiscal quarter, and (ii) for each Advance Properly, (A) an operating statement and (B) a current rent roll.

7.2.8Change in Value of Pledged Shares. Within two Business Days of the date on which Borrower becomes aware of same, notice to the Administrative Agent of any material adverse change in the IWEST Share Value.

7.2.9[Intentionally deleted.]

7.2.10Auditor’s Reports. Promptly upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to Borrower, Guarantor, or any other Pledgor in connection with any annual, interim or special audit of the books of Borrower, Guarantor or any other Pledgor.

7.2.11Environmental Reports. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the United States Environmental Protection Agency, or any stale or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safely matters, or any successor agencies or authorities concerning environmental, health or safely matters pertaining to any of the Advance Properties.

7.2.12Notice of Default or Litigation. Upon Borrower obtaining knowledge thereof, Borrower shall give written notice to Administrative Agent promptly, but in any event within five (5) Business Days, of the occurrence of any of the following with respect to Borrower. Guarantor or any other Pledgor: (i) the occurrence of an event or condition consisting of a Default or an Event of Default, specifying the nature and existence thereof and what action Borrower proposes to lake with respect thereto, (ii) the pendency or commencement of any litigation, arbitral or governmental proceeding against such entity in which damages are sought or environmental remediation demanded which could reasonably be expected lo be adversely determined and which, if adversely determined, could be expected to have a Material Adverse Effect, (iii) 

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any levy of an attachment, execution or other process against any material portion of such entity’s assets, (iv) the occurrence of an event or condition which shall constitute a default or event of default under any other agreement for borrowed money continuing after the expiration of any applicable grace or cure period, (v) any development in its business or affairs that has resulted in, or that Borrower reasonably believes may result in, a Material Adverse Effect, or (vi) the institution of any proceedings against, or the receipt of notice of potential liability or responsibility for any violation, or alleged violation which could reasonably be expected to be adversely determined, of any federal, state or local law, rule or regulation, including but not limited to, Environmental Laws, the violation of which could reasonably be expected to have a Material Adverse Effect.

7.2.13Debt. Promptly upon Borrower’s obtaining knowledge thereof, notice to Administrative Agent specifying the amount and nature of any additional Indebtedness, encumbrances, mortgages or other security interests affecting the Collateral or any of the Advance Properties held by Borrower or any of Borrower’s Subsidiaries.

7.2.14Notice of Sale of Advance Properties. Borrower shall give Administrative Agent written notice of the sale of any Advance Property by Borrower or any Subsidiary of Borrower or the sale of any direct or indirect interest in an Advance Property, with such notice to be accompanied by such documentation as Administrative Agent may require in order to calculate the Net Proceeds of such sale that are to be paid by Borrower to Lenders pursuant to Section 2.3.10(b)(ii).

7.2.15Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of Borrower, Guarantor or any other Pledgor as Administrative Agent may reasonably request.

7.3          Financial Covenants.

(a)Debt Service Coverage Ratio. The Debt Service Coverage Ratio of Borrower shall not, at any time during the Term, be less than 1.30:1.00. This covenant shall be tested quarterly at the end of each calendar quarter based on the Net Operating Income and debt service payable during the immediately prior calendar quarter.

(b)Loan to Value Ratio. With respect to each Advance Property owned by the Borrower or a Subsidiary thereof, the Loan to Value Ratio shall not, at any time during the Term, be greater than one hundred percent (100%). This covenant shall be tested quarterly at the end of each calendar quarter.

(c)Minimum Net Worth. At all times during the Term of the Facility, Borrower shall maintain a minimum Net Worth of at least Eighty Million Dollars ($80,000,000.00). This covenant shall be tested quarterly at the end of each calendar quarter.

7.4          Indebtedness and Restrictions on Liens, Transfers and Additional Debt.

(a)The amount of the financing encumbering any Advance Property shall not exceed: (i) with respect to all mortgage financing, Mezzanine Financing and any other debt financing secured by a Lien or other security interest with respect to such Advance Property, ninety percent (90%) of the Advance Property Value of such Advance Property, (ii) with respect to all first mortgage debt encumbering such Advance Property, seventy-five percent (75%) of the Advance Property Value of such Advance Property, and (iii) with respect to all Mezzanine Financing and any other debt financing secured by a Lien or other security interest with respect to such Advance Property, twenty-five percent (25%) of the Advance Property Value of such Advance Property.

(b)Borrower may incur recourse Indebtedness in the normal course of Borrower’s business and in connection with additional lines of credit not exceeding $35,000,000 in the aggregate, provided that Borrower shall give Administrative Agent written notice with respect to any such recourse Indebtedness that exceeds Five Million Dollars ($5,000,000) in a single instance or provides for Five Million Dollars ($5,000,000) or more of revolving financing, with such notice to be given within ten (10) Business Days after incurring such recourse Indebtedness.

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(c)           Subject to the requirements of Section 2.3.30(b)(ii), Section 7.2.14 and Section 7.4(a), Borrower and its Subsidiaries shall be permitted to self, transfer and encumber Advance Properties and direct and indirect interests therein without the approval of Administrative Agent and each Lender.

(d)           None of the Borrower or any other Pledgor will, directly or indirectly, sell, transfer, pledge or otherwise encumber all or any portion of the Pledged Shares at any time owned by them without the prior written consent of Administrative Agent and each Lender.

7.5          Liens/Negative Pledges.

Except for Permitted Liens, Borrower will not either (a) contract, create, incur, assume or permit to exist any Lien with respect to any of the Advance Properties or the Collateral, whether now owned or hereafter acquired or (b) enter into, assume or become subject to any agreement (i) prohibiting or otherwise restricting the creation or assumption of any Lien upon the Advance Properties or the Collateral or (ii) requiring Borrower to grant a Lien to a Person in the event it grants a Lien to another Person.

7.6          Nature of Business.

Each of Guarantor and Borrower will not alter the character or conduct of its business conducted as of the Closing Date.

7.7          Limitations on Certain Transactions.

(a)           Borrower shall preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization and shall not dissolve or liquidate. Borrower shall not merge or consolidate with any other entity except wholly owned Subsidiaries of Inland Group where such merger or consolidation would not have a Material Adverse Effect; provided, that to the extent the Borrower enters into any such merger or consolidation, the Borrower shall, in any case, be the surviving entity and shall remain directly liable for the full and final satisfaction of all of the Borrower’s Obligations hereunder.

(b)           Borrower will not become party to any document, agreement, or instrument or subject to any other obligation or any charier or corporate or partnership restriction, as the case may be, from and after the date hereof, which individually or in the aggregate would have a Material Adverse Effect.

7.8          Investments.

Borrower will not make any Investment unless (a) such Investment is a Permitted Investment and (b) after giving effect on a pro forma basis to such Investment, no Default or Event of Default would exist hereunder.

7.9          Dividends and Distributions.

While a Default or an Event of Default exists, Borrower shall not declare any dividends or distributions. So long as no Default or Event of Default exists, Borrower may declare dividends or distributions to the extent not prohibited under Borrower’s Organizational Documents.

7.10        Transactions with Affiliates.

Borrower will not, nor will it permit any of its Subsidiaries to, enter into any transaction or series of transactions with any member of Borrower or any of its Subsidiaries or any employee of Borrower or any of its Subsidiaries other than on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than any such member or employee.

7.11        Borrower’s Organizational Documents.

Borrower will not cause or permit any amendment, modification, supplement, waiver or termination of any provisions of Borrower’s Organizational Documents or any other governing or organizational document of

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Borrower, Guarantor or any other Pledgor in any manner that might have a Material Adverse Effect or that might impair the rights of Administrative Agent and Lenders (including without limitation any changes to the leverage covenants in such documents) without the prior written consent of Administrative Agent and the Required Lenders, which consent may be granted or withheld in the sole discretion of Administrative Agent and the Required Lenders.

7.12        ERISA.

Borrower will not establish any ERISA Plan.

7.13        Place for Records: Inspection.

Borrower shall maintain all of its business records at the address specified at the beginning of this Agreement. Upon not less than three (3) Business Days’ prior notice and at reasonable times during normal business hours, Administrative Agent shall have the right (through such agents or consultants as Administrative Agent may designate) to make copies of and abstracts from Borrower’s books of account, correspondence and other records and to discuss its financial and other affairs with any of its partners or members and any accountants hired by Borrower, it being agreed that Administrative Agent and each of the Lenders shall use reasonable efforts to not divulge information obtained from such examination to others except in connection with Legal Requirements and in connection with administering the Facility, enforcing their rights and remedies under the Credit Documents and in the conduct, operation and regulation of their banking and lending business (which may include, without limitation, the transfer of the Facility or of participation interests therein). Any assignee or transferee of the Facility or any holder of a participation interest in the Facility shall be entitled to deal with such information in the same manner and in connection with any subsequent transfer of its interest in the Facility or of further participation interests therein.

7.14        Costs and Expenses.

Borrower shall pay on demand: (a) all reasonable attorneys’ fees incurred by Administrative Agent in connection with the preparation and implementation of the Facility (excluding, however, any attorneys’ fees and all other costs and expenses incurred in connection with the Initial Advance Properties) and (b) all reasonable costs and expenses incurred by Administrative Agent and Lenders in connection with the default, collection, waiver or amendment of loan terms, or in connection with Administrative Agent’s exercise, preservation or enforcement of any of its rights, remedies or options hereunder. Borrower shall not be required to pay any costs or expenses of Administrative Agent or any Lender incurred in connection with the evaluation of any Advance Properties or in connection with obtaining any additional Lenders or participants in the Facility.

7.15        Compliance with Legal Requirements.

Borrower shall comply with all Legal Requirements and Environmental Laws.

7.16        Replacement Documentation.

Upon receipt of an affidavit of an officer of Administrative Agent or any Lender as to the loss, theft, destruction or mutilation of any of the Notes or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Note or other security document and receipt of an agreement of indemnification satisfactory to Borrower executed by Administrative Agent or the applicable Lender, Borrower will issue, in lieu thereof, a replacement Note or other security document in the same principal amount thereof and otherwise of like tenor.

7.17        Pledged Shares.

Each of the Pledgors shall at all limes comply with the following covenants with respect to the Pledged Shares: (a) the party identified as the owner of the respective Pledged Shares on Exhibit B-l attached hereto shall have full right, title and interest to such Pledged Shares; (b) no Pledgor shall encumber any of the Pledged Shares owned by them, convey or transfer any such Pledged Shares or otherwise grant any interest in or relating to the Pledged Shares (except to the Administrative Agent for the benefit of the Lenders, as required pursuant to the terms

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hereof); (c) each Pledgor shall comply with all applicable Legal Requirements with respect to the Pledged Shares; (d) each Pledgor shall promptly deliver to Administrative Agent copies of all notices given or received with respect to any of the Pledged Shares (other than routine correspondence); (e) each Pledgor, as applicable, shall comply with all covenants contained in the Security Documents that are in effect with respect to the Pledged Shares and (0 each Pledgor, as applicable, shall provide to the Administrative Agent such stock powers, powers of attorney or other documents or instruments necessary or otherwise from time to time reasonably requested by the Administrative Agent to facilitate and permit the Administrative Agent’s registration and sale of the Pledged Shares and Administrative Agent’s exercise of its other rights and remedies with respect to the Pledged Shares, as referenced in the Security Documents.

7.18        Indemnification.

Borrower shall, at all times, both before and after repayment of the Facility, at its sole cost and expense, defend, indemnify, exonerate and save harmless Administrative Agent, each Agent-Related Person, each of the Lenders and each Lender-Related Person, together with all those claiming by, through or under Administrative Agent, each Agent-Related Person, each Lender-Related Person and each of the Lenders (each, an “Indemnified Party”) against and from all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind whatsoever, including, without limitation, attorneys, fees and experts, fees and disbursements, which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party arising from or out of: (i) any violation of any Legal Requirement; (ii) the enforcement of (he terms and provisions of this Agreement and the other Credit Documents; (iii) any hazardous materials or environmental conditions in, on, under or affecting any of the Advance Properties or any other real estate or assets owned or previously owned by the Borrower or in which the Borrower holds or previously held an interest; (iv) lawsuits and litigation arising in connection with the Borrower’s activities or assets; (v) the payment of any fees to any Subsidiary; and (vi) any Advance Property, except for matters resulting from the gross negligence or willful misconduct of Administrative Agent, an applicable Agent-Related Person or any Lender.

7.19        [Intentionally deleted.]

7.20        Use of Proceeds.

All proceeds of Loans shall be used only for the purposes permitted hereunder. No portion of the proceeds of any Loan shall be used, in whole or in part, for the purpose of purchasing or carrying any “margin stock” as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

7.21        Advance Properties.

Borrower shall, and shall cause its Subsidiaries to, (a) maintain all Advance Properties in a manner consistent with Borrower’s standard operating procedures, (b) maintain property and liability insurance with respect to all Advance Properties with financially sound and reputable insurance companies, of the kinds customarily insured against by Persons engaged in the same or similar business and of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and (c) comply with all Legal Requirements and all Environmental Laws with respect to all Advance Properties. None of the Borrower or any of its Subsidiaries shall, as of any given date of determination, own direct legal title to more than one (I) Advance Property; provided, for purposes of clarification, that the Borrower or certain of its Subsidiaries may own Capital Stock of multiple Persons which each hold an Advance Property.

8.SPECIAL PROVISIONS.

8.1          Right to Contest.

8.1.1Taxes and Claims by Third Parties. Notwithstanding the provisions of Section 2.3.4.2 which obligate Borrower to pay taxes and other obligations to third parties when due, it is agreed that any tax, assessment, charge, levy, claim or obligation to a third party (expressly excluding an obligation created under the Credit Documents) need not be paid while the validity or amount thereof shall be contested currently, diligently and in good faith by appropriate proceedings and if Borrower shall have adequate unencumbered cash reserves with respect

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thereto, and provided that Borrower shall pay all taxes, assessments, charges, levies or obligations immediately upon the commencement of proceedings to enforce any lien which may have attached as security therefor, unless such proceeding is stayed by proper court order pending the outcome of such contest.

8.1.2Legal Requirements. Borrower may contest any claim, demand, levy or assessment under any Legal Requirements by any person or entity if: (i) the contest is based upon a material question of law or fact raised by Borrower in good faith; (ii) Borrower properly commences and thereafter diligently pursues the contest; (iii) the contest will not materially impair the ability to ultimately comply with the contested Legal Requirement should the contest not be successful; (iv) Borrower demonstrates to Administrative Agent’s reasonable satisfaction that Borrower has the financial capability to undertake and pay for such contest and any corrective or remedial action then or thereafter reasonably likely to be necessary; (v) the likely cost of complying with the Legal Requirement in the event the contest is not successfully resolved, as determined in good faith by Administrative Agent, is not more than $5,000,000.00 and there is no reason to believe that the contest will not be resolved prior to the Maturity Dale; and (vi) no Default or Event of Default exists. Borrower may contest a claim, demand, levy or assessment under any Legal Requirement by any person or entity that does not meet the requirements set forth in (v) above provided that Borrower gives written notice to Administrative Agent that it intends to contest such claim, demand, levy or assessment and that Lenders will not be required to fund any Loans until such contest has been finally resolved; provided, however, if such claim, demand, levy or assessment is discharged or dissolved by a bond or insured over in a manner reasonably acceptable to Administrative Agent, Lenders will continue to fund Loans during such contest.

8.2          Borrower Fully Liable.

Borrower shall be fully liable for the Facility, each of the Loans, and the Borrower’s Obligations.

9.EVENTS OF DEFAULT.

The following provisions deal with Default, Events of Default, notice, grace and cure periods, and certain rights of Administrative Agent and Lenders following an Event of Default.

9.1Default and Events of Default.

Each of the following events, unless cured within any applicable cure and/or grace period set forth or referred to below in this Section 9.1, shall constitute an “Event of Default”:

9.1.1        Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any Loan, any commitment or other fee due hereunder or any other amount payable (whether for costs and expenses incurred by the Administrative Agent and Lenders, as indemnification payments due hereunder or otherwise) hereunder or under any other Credit Document; provided, that such five (5) day period shall commence without notice with respect to interest payments due hereunder, but shall not commence with respect to any commitment or other fee due hereunder or any other amount payable until Borrower has received notice from the Administrative Agent or a Lender that such payment is due; or

9.1.2        Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 7.1, 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.10, 7.11, 7.17, 7.18 or 7.20; or

9.1.3        Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in Sections 9.1.1 or 9.1.2 above) contained herein and such failure continues for thirty (30) days (or, if such failure cannot be reasonably cured within such period, sixty (60) days, so long as the Borrower has diligently commenced such cure and is diligently pursuing completion thereof); or

9.1.4        Note and Other Credit Documents. (i) There occurs a default by Borrower, Guarantor or any other Pledgor in the performance of any term or provision of the Note(s) or of any of the other Credit Documents and (unless a specific notice and/or cure period is provided for in such document, in which case such specific notice and/or cure period shall apply) such default continues for thirty (30) days (or, if such

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failure cannot be reasonably cured within such period, sixty (60) days, so long as the applicable party has diligently commenced such cure and is diligently pursuing completion thereof); (ii) there occurs a breach, or other failure to satisfy, any other term, provision, condition or warranty under the Note(s) or any other Credit Document, regardless of whether the then undisbursed portion of the Maximum Loan Amount is sufficient to cover any payment of money required thereby, and the specific grace period, if any, allowed for the default in question shall have expired without such default having been cured and (unless a specific notice and/or cure period is provided for in such document, in which case such specific notice and/or cure period shall apply) such default continues for thirty (30) days (or, if such failure cannot be reasonably cured within such period, sixty (60) days, so long as the applicable party has diligently commenced such cure and is diligently pursuing completion thereof); or (iii) any Credit Document shall fail to be in full force and effect or to give Lenders the liens, rights, powers and privileges purported to be created thereby (except insofar as such rights, powers and privileges are contrary to applicable public policy and except to the extent such failure is due to the gross negligence or willful misconduct of Administrative Agent or a Lender); or

9.1.5Financial Status and Insolvency.

A.            Borrower shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (iv) consent lo, or acquiesce in, the appointment of a receiver, liquidator or trustee of itself or of the whole or any substantial part of its Investments; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Federal Bankruptcy laws or any other applicable law; (vi) have a court of competent jurisdiction enter an order, judgment or decree appointing a receiver, liquidator or trustee of Borrower, or of the whole or any substantial part of the assets of Borrower, and such order, judgment or decree shall remain unvacated or not set aside or unstayed for sixty (60) days; (vii) have a petition filed against it seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Federal Bankruptcy laws or any other applicable law and such petition shall remain undismissed for sixty (60) days; (viii) have, under (he provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assume custody or control of Borrower or of the whole or any substantial part of its assets and such custody or control shall remain unterminated or unstayed for sixty (60) days; (ix) have an attachment or execution levied against any portion of the Collateral which is not discharged or dissolved by a bond within thirty (30) days; or (x) have any materially adverse change in its financial condition since the dale of this Agreement; or

B.            any such event shall occur with respect to Guarantor or any other Pledgor; or

9.1.6Breach of Representation or Warranty. Any material representation or warranty made by Borrower herein or in any other instrument or document relating to the Facility or the Collateral shall at any time be materially false or misleading, or any warranty shall be materially breached; provided, that the Borrower shall, with respect to breaches of any such representations or warranties other than those set forth Sections 6.1, 6.2, 6.5, 6.6, 6.7, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 or 6.20, have thirty (30) days following notice from Administrative Agent to cause such representation or warranty to be true and correct in all material respects prior to such breach constituting an Event of Default hereunder; or

9.1.7Defaults under Other Agreements. With respect to any Indebtedness (other than Indebtedness outstanding under this Agreement) of Borrower, (A) (1) Borrower shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (2) the occurrence and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, (he holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of lime is required), any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the staled maturity thereof; or

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9.1.8        Guarantor Default. A default not cured within any applicable grace period by Guarantor in the performance of any term or provision of this Agreement or any other Credit Document to which Guarantor is a party or by which Guarantor is bound, or the breach of, or any failure to satisfy, any other term, provision, condition or warranty imposed upon Guarantor in this Agreement or any other Credit Document to which Guarantor is a party or by which Guarantor is bound; or

9.1.9        Advance Properties. A default not cured within any applicable grace period under any mortgage financing, Mezzanine Financing and any other debt financing secured by a Lien or other security interest on or with respect to such Advance Property; or

9.1.10      Collateral Value. The per share price of the IREC Pledged Shares is, as of any day, less than $5.00/share as of the close of the New York Stock Exchange (not including any after-hours trading).

9.1.11      Judgment. A final nonappealable judgment for the payment of money involving more than $10,000,000.00 is entered against Borrower, any Guarantor or any Pledgor, and Borrower, such Guarantor or such Pledgor fails to discharge the same, or causes it to be discharged or bonded off to Administrative Agent’s satisfaction, within thirty (30) days from the date of the entry of such judgment.

9.2Intentionally Omitted.

9.3Certain Remedies.

If an Event of Default shall occur:

9.3.1        Termination of Commitments. Administrative Agent may declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

9.3.2        Accelerate Debt. Administrative Agent may, and upon the direction of the Required Lenders shall, declare the Indebtedness immediately due and payable, provided that, in the case of a voluntary petition in bankruptcy filed by Borrower or (after the expiration of any grace period if any set forth in Section 9.2 above) an involuntary petition in bankruptcy filed against Borrower, such acceleration shall be automatic.

9.3.3        Pursue Remedies. Administrative Agent may pursue any and all remedies provided for hereunder, or under any one or more of the other Credit Documents.

9.3.4        Written Waivers. If a Default or an Event of Default is waived by the Required Lenders or Administrative Agent, in their sole discretion, pursuant to a specific written instrument executed by an authorized officer of Administrative Agent, the Default or Event of Default so waived shall be deemed to have never occurred.

9.3.5        Enforcement of Rights. Administrative Agent may enforce any and all rights and interests created and existing under the Credit Documents, but excluding all rights of setoff.

Notwithstanding the foregoing, if an Event of Default specified in Section 9,1.5 shall occur, then the Commitments shall automatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid Fees and other indebtedness or obligations owing to Administrative Agent and/or any of (he Lenders hereunder shall immediately and automatically become due and payable without the giving of any notice or other action by Administrative Agent or Lenders.

Notwithstanding the fact that enforcement powers reside primarily with Administrative Agent, subject to the provisions of Article 11, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute; provided however, no Lender shall take any action with respect to its claim without first obtaining the consent of the Required Lenders and Administrative Agent (other than filing a

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proof of claim) or vote its claim in a manner inconsistent with the vole of the Required Lenders and Administrative Agent.

10.          Intentionally deleted.

11.          ADMINISTRATIVE AGENT AND LENDERS,=.

11.1        Appointment of Administrative Agent.

Each Lender hereby irrevocably appoints, designates and authorizes Bank of America, N.A. to act as the Administrative Agent hereunder. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as arc expressly delegated to it by the terms of this Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article 11 are solely for the benefit of Administrative Agent and Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof.

11.2        Administration of Facility by Administrative Agent.

Administrative Agent shall be responsible for administering the Facility on a day-to-day basis and shall, upon the request of the Lenders, forward to such Lenders any information obtained by Administrative Agent from the Borrower, Guarantor or any Pledgor pursuant to the terms hereof or of any other Credit Document. In the exercise of such administrative duties, Administrative Agent shall use the same diligence and standard of care that is customarily used by Administrative Agent with respect to similar loans held by Administrative Agent solely for its own account.

Each Lender delegates to Administrative Agent the full right and authority on its behalf to take the following specific actions in connection with its administration of the Facility:

(a)           to fund the Loans in accordance with the provisions of the Credit Documents, but only to the extent of immediately available funds provided to Administrative Agent by the respective Lenders for such purpose;

(b)           to receive all payments of principal, interest, fees and other charges paid by, or on behalf of, Borrower and, except for fees to which Administrative Agent is entitled pursuant to the Credit Documents or otherwise, to distribute all such funds to the respective Lenders as provided for hereunder;

(c)           to keep and maintain complete and accurate files and records of all material matters pertaining to the Facility, and make such files and records available for inspection and copying by each Lender and its respective employees and agents during normal business hours upon reasonable prior notice to Administrative Agent; and

(d)           to do or omit doing all such other actions as may be reasonably necessary or incident to the implementation, administration and servicing of the Facility and the rights and duties delegated hereinabove.

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11.3        Delegation of Duties.

The Administrative Agent may execute any of its duties under this Agreement or any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

11.4        Exculpatory Provisions.

No Agent-Related Person shall be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or the other Credit Documents, except for its or their gross negligence or willful misconduct. No Agent-Related Person shall be responsible for or have any duty to ascertain, inquire into, or verify: (i) any recital, statement, representation or warranty made by Borrower or any of its officers or agents contained in this Agreement or the other Credit Documents or in any certificate or other document delivered in connection therewith; (ii) the performance or observance of any of the covenants or agreements contained in, or the conditions of, this Agreement or the other Credit Documents; (iii) the state or condition of any properties of Borrower or any other obligor hereunder constituting Collateral for the Borrower’s Obligations hereunder, or any information contained in this books or records of Borrower; (iv) the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Credit Document or any other certificate, document or instrument furnished in connection therewith; or (v) the validity, priority or perfection of any lien securing or purporting to secure the Borrower’s Obligations or the value or sufficiency of any of the Collateral.

11.5        Reliance by Administrative Agent.

(a)           Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without limitation, counsel to Borrower), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with any written request of the Required Lenders, and each such request of the Required Lenders, and any action taken or failure to act by Administrative Agent pursuant thereto, shall be binding upon all of Lenders; provided, however, that Administrative Agent shall not be required in any event to act, or to refrain from acting, in any manner which is contrary to the Credit Documents or to applicable law.

(b)           For purposes of determining compliance with the conditions specified in Sections 5.1 through 5.35 hereof, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

11.6        Notice of Default.

Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default unless Administrative Agent has actual knowledge of the same or has received notice from a Lender or Borrower referring to this Agreement, describing such Event of Default and stating that such notice is a “notice of default”. In the event that Administrative Agent obtains such actual knowledge or receives such a notice, Administrative Agent shall give prompt notice thereof to each of the Lenders. Administrative Agent shall take such action with respect to such Event of Default, as shall be reasonably directed by the Required Lenders. Unless and until Administrative Agent shall have received such direction, Administrative Agent may (but shall not be obligated

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to) take such action, or refrain from taking such action, with respect to any such Event of Default as it shall deem advisable in the best interest of Lenders, provided, however, that Administrative Agent shall not accelerate the indebtedness under this Agreement without the prior written consent of the Required Lenders.

11.7        Lenders’ Credit Decisions.

Bach Lender acknowledges that it has, independently and without reliance upon Administrative Agent, any Agent-Related Person or any other Lender, and based on the financial statements prepared by Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and investigation into the business, assets, operations, property, and financial and other condition of Borrower and has made its own decision to enter into this Agreement and the other Credit Documents. Each Lender also acknowledges that it will, independently and without reliance upon Administrative Agent, any Agent-Related Person or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in determining whether or not conditions precedent to closing any Loan hereunder have been satisfied and in taking or not taken any action under this Agreement and the other Credit Documents. Each Lender expressly acknowledges that is has relied upon its own legal counsel in its consideration of its decision to enter into the Agreement and the other Credit Documents and will so rely in regard to the implementation of the transaction contemplated hereby and thereby and that it does not have any lawyer-client relationship with Administrative Agent’s counsel or counsels or any other Lenders with respect thereto.

11.8        Administrative Agent’s Reimbursement and indemnification.

Lenders agree to reimburse and indemnify each Agent-Related Person, ratably in proportion to their respective Commitments, for (i) any amounts not reimbursed by Borrower for which any Agent-Related Person is entitled to reimbursement by Borrower under this Agreement or the other Credit Documents, (ii) any other expenses incurred by any Agent-Related Person on behalf of Lenders in connection with the preparation, execution, delivery, administration, amendment, waiver and/or enforcement of this Agreement and the other Credit Documents, and (iii) any liabilities, obligations, losses, damages, penalties, action, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against any Agent-Related Person in any way relating to or arising out of this Agreement or the other Credit Documents or any other document delivered in connection therewith or any transaction contemplated thereby, or the enforcement of any of the terms hereof or thereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the applicable Agent-Related Person. If any indemnity furnished to any Agent-Related Person for any purpose shall, in the opinion of such Agent-Related Person, be insufficient or become impaired, such Agent-Related Person may call for an additional indemnity and cease, or not commence, to do the action indemnified against until such additional indemnity is furnished.

11.9        Administrative Agent in its Individual Capacity.

With respect to its Commitment as a Lender, and the Loans made by it and the Note issued to it, Administrative Agent shall have the same rights and powers hereunder and under any other Credit Document as any Lender and may exercise the same as though it were not Administrative Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include Administrative Agent in its individual capacity. Administrative Agent and its subsidiaries and affiliates may accept deposits from, lend money to, and generally engage in any kind of commercial or investment banking, trust, advisory or other business with Borrower or any Subsidiary or affiliate of Borrower as if it were not Administrative Agent hereunder.

11.10      Successor Administrative Agent.

Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice to Lenders and Borrower. The Required Lenders, for good cause, may remove Administrative Agent at any time by giving thirty (30) days’ prior written notice to Administrative Agent, Borrower and the other Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within fifteen (15) days after the retiring Administrative Agent’s giving notice of resignation or the Required Lenders’ giving notice of removal, as the case may be, then the retiring Administrative Agent may, after consulting with the

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Required Lenders, appoint, on behalf of Borrower and Lenders, a successor Administrative Agent. Each such successor Administrative Agent shall be a financial institution which meets the requirements of an Eligible Assignee. Unless an Event of Default shall have occurred and be continuing, any successor Administrative Agent shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all (he rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Credit Documents but not as to any duties or obligations as a Lender hereunder and under the other Credit Documents, provided that Administrative Agent is still such a Lender. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article 1! shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent hereunder. Anything herein lo the contrary notwithstanding, no resignation or removal of Administrative Agent shall be effective until the appointment of a successor Administrative Agent, it being agreed that there shall be a duly appointed and acting Administrative Agent at all times during the Term.

11.11      Duties in the Case of Enforcement.

In the case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Borrower’s Obligations shall have occurred, Administrative Agent shall, at the request, or may, upon the consent, of the Required Lenders, and provided that Lenders have given to Administrative Agent such additional indemnities and assurances against expenses and liabilities as Administrative Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Credit Documents respecting the sale or other disposition of all or any part of the Collateral and the exercise of any other legal or equitable rights or remedies as it may have hereunder or under any other Credit Document or otherwise by virtue of applicable law, or to refrain from so acting if similarly requested by the Required Lenders. Administrative Agent shall be fully protected in so acting or refraining from acting upon the instruction of the Required Lenders, and such instruction shall be binding upon all Lenders. The Required Lenders may direct Administrative Agent in writing as to the method and the extent of any such foreclosure, sale or other disposition or the exercise of any other right or remedy, Lenders hereby agreeing to indemnify and hold Administrative Agent harmless from all costs and liabilities incurred in respect of all actions taken or omitted in accordance with such direction, provided that Administrative Agent need not comply with any such direction to the extent that Administrative Agent reasonably believes Administrative Agent’s compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. Administrative Agent may, in its discretion but without obligation, in the absence of direction from the Required Lenders, take such interim actions as it believes necessary to preserve the rights of Lenders hereunder and in and to any Collateral securing the Borrower’s Obligations, including but not limited to petitioning a court for injunctive relief, appointment of a receiver or preservation of the proceeds of any Collateral. Each of the Lenders acknowledges and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Credit Documents, including without limitation the Note(s), other than through Administrative Agent.

11.12      Respecting Loans and Payments.

11.12.1    Procedures for Loans. Administrative Agent shall give written notice to each Lender of each request for a conversion of an existing Loan from a Variable Rate Loan to a Fixed LIBOR Rate Loan, by facsimile transmission, hand delivery or overnight courier, not later than 11:00 a.m. (Charlotte, North Carolina time) (i) two (2) Business Days prior to any Fixed LIBOR Rate Loan or conversion to a Fixed LIBOR Rate Loan, or (ii) one (I) Business Day prior to any Variable Rate Loan. Each such notice shall be accompanied by a written summary of the request for a Loan and shall specify a) the date of the requested Loan, (b) the aggregate amount of the requested Loan, (c) each Lender’s pro rata share of the requested Loan, and (d) the applicable interest rate selected by Borrower with respect to such Loan, or any portion thereof, together with the applicable Interest Period, if any, selected, or deemed selected, by Borrower. Each Lender shall, before 11:00 a.m. (Charlotte, North Carolina time) on the date set forth in any such request for a Loan, make available to Administrative Agent, at an account to be designated by Administrative Agent at Bank of America, N.A. in Charlotte, North Carolina, in same day funds, each Lender’s ratable portion of the requested Loan. After Administrative Agent’s receipt of such funds and upon Administrative Agent’s determination that the applicable conditions to making the requested Loan have been fulfilled, Administrative Agent shall make such funds available to Borrower as provided for in this Agreement. Within a reasonable period of time following the making of each Loan, but in no event later than ten (10) Business

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Days following such Loan, Administrative Agent shall deliver to each Lender a copy of Borrower’s request for Loans. Promptly after receipt by Administrative Agent of written request from any Lender, Administrative Agent shall deliver to the requesting Lender the accompanying certifications and such other instruments, documents, certifications and approvals delivered by or on behalf of Borrower to Administrative Agent in support of (he requested Loan.

11.12.2    Nature of Obligations of Lenders. The obligations of Lenders hereunder are several and not joint. Failure of any Lender to fulfill its obligations hereunder shall not result in any other Lender becoming obligated to advance more than its Commitment Percentage of the Loan, nor shall such failure release or diminish the obligations of any other Lender to fund its Commitment Percentage provided herein.

11.12.3    Payments to Administrative Agent. All payments of principal of and interest on the Loans or the Note(s) shall be made to Administrative Agent by Borrower or any other obligor or guarantor for the account of Lenders in immediately available funds as provided in the Note(s) and this Agreement. Administrative Agent agrees promptly to distribute to each Lender, on the same Business Day upon which each such payment is made if possible, such Lender’s proportionate share of each such payment in immediately available funds, except as otherwise expressly provided herein. Administrative Agent shall upon each distribution promptly notify Borrower of such distribution and each Lender of the amounts distributed to it applicable to principal of, and interest on, the proportionate share held by the applicable Lender. Bach payment to Administrative Agent under the first sentence of this Section 11.12.3 shall constitute a payment by Borrower to each Lender in the amount of such Lender’s proportionate share of such payment, and any such payment to Administrative Agent shall not be considered outstanding for any purpose after the date of such payment by Borrower to Administrative Agent without regard to whether or when Administrative Agent makes distribution thereof as provided above. All payments received shall be applied in accordance with Section 2.3.17.

11.12.4    Distribution of Liquidation Proceeds. Subject to the terms and conditions hereof, Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

First:	To Administrative Agent, towards any fees and any expenses for which Administrative Agent is entitled to reimbursement under this Agreement or the other Credit Documents not theretofore paid to Administrative Agent.
Second:	To all applicable Lenders in accordance with their proportional share based upon theirrespective Commitment Percentages until all Lenders have been reimbursed for all expenses which such Lenders have previously paid to Administrative Agent and not theretofore paid to such Lenders.
Third:	To ail applicable Lenders based upon their respective Commitment Percentages until allLenders have been paid in full for any Individual Lender Litigation Expenses.
Fourth:	To all Lenders in accordance with their proportional share based upon their respective Commitment Percentages until all Lenders have been paid in full all principal and interest due to such Lenders under the Facility, with each Lender applying such proceeds for purposes of (his Agreement first against the outstanding principal balance due to such Lender under the Facility and then to accrued and unpaid interest due under the Facility.
Fifth:	To all applicable Lenders in accordance with their proportional share based upon theirrespective Commitment Percentages until all Lenders have been paid in full all other amounts due to such Lenders under the Facility including, without limitation, any costs and expenses incurred directly by such Lenders to the extent such costs and expenses are reimbursable to such Lenders by Borrower under the Credit Documents.
Sixth:	To Borrower or such third parties as may be entitled to claim Liquidation Proceeds.

11.12.5    Adjustments. If, after Administrative Agent has paid each Lender’s proportionate share of any payment received or applied by Administrative Agent in respect of the Facility, that payment is rescinded or must

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otherwise be returned or paid over by Administrative Agent, whether pursuant lo any bankruptcy or insolvency law, sharing of payments clause of any agreement or otherwise, such Lender shall, at Administrative Agent’s request, promptly return its proportionate share of such payment or application to Administrative Agent, together with such Lender’s proportionate share of any interest or other amount required lo be paid by Administrative Agent with respect to such payment or application.

11.12.6    [Intentionally deleted.]

11.12.7    Distribution by Administrative Agent. If in the opinion of Administrative Agent, distribution of any amount received by is in such capacity hereunder or under the Note(s) or under any of the other Credit Documents might involve any liability, it may refrain from making distribution until its right lo make distribution shall have been adjudicated by a court of competent jurisdiction or has been resolved by the mutual consent of all Lenders. In addition, Administrative Agent may request full and complete indemnity, in form and substance satisfactory to it, prior to making any such distribution. If a court of competent jurisdiction shall adjudge that any amount received and distributed by Administrative Agent is to be repaid, each person to whom any such distribution shall have been made shall either repay to Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over to the same in such manner and to such persons as shall be determined by such court.

11.12.8    Actions by Administrative Agent. The Required Lenders may direct Administrative Agent in writing as to the method and the extent of any sale of the Collateral or other disposition and shall indemnify and hold Administrative Agent harmless from all liabilities incurred in respect lo all actions taken or omitted in accordance with such directions provided that. Administrative Agent need not comply with any such directions to the extent Administrative Agent reasonably believes Administrative Agent’s compliance with such directions would constitute a violation of the obligations undertaken by Administrative Agent and/or Lenders under the Credit Documents, or will constitute a violation of any statute, ordinance or regulation applicable lo Administrative Agent.

11.13      Delinquent Lender.

If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within five (5) Business Days of receipt from Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right lo participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, lo the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the dale when originally due until the date upon which any such amounts are actually paid.

The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) tie Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of an Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

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11.14      Holders.

Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with Administrative Agent. Any request, authority or consent of any person or entity who, at the lime of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

11.15      Assignment and Participation.

11.15.1    Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Note held by it), upon satisfaction of the following conditions: (a) each of Administrative Agent and Borrower shall have given its prior written consent to such assignment (provided that, in the case of Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing or if an assignment is to an Eligible Assignee); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (c) while an Event of Default is not existing, each assignment shall be in an amount that is at least Five Million Dollars ($5,000,000.00) and shall be a whole multiple of One Million Dollars ($1,000,000.00) and (d) the parties to any such assignment shall execute and deliver to Administrative Agent, for recording in the Register, an Assignment and Acceptance substantially in the form of Exhibit D hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective dale shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, shall have the rights and obligations of a Lender hereunder, and (y) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to Administrative Agent of the registration fee referred to in Section 11.15.3, be released from its obligations under this Agreement.

11.15.2    Certain Representations and Warranties. By executing and delivering an Assignment and Acceptance, the parties to such Assignment and Acceptance thereby confirm to and agree with each other and the other parties hereto as follows:

(i)            other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or the attachment, perfection or priority of any security interest;

(ii)           the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower and its affiliates, related entities or subsidiaries or any other person primarily or secondarily liable in respect of any of the Borrower’s Obligations, or the performance or observance by Borrower or any other person primarily secondarily liable in respect of any of the Borrower’s Obligations or any of their obligations under this Agreement or any of (he other Credit Documents or any other instrument or document furnished pursuant hereto or thereto;

(iii)          the assignee confirms that it has received copies of this Agreement and the other Credit Documents, together with copies of the most recent financial statements provided by Borrower, Guarantor and the other Pledgors, as required by the terms of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;

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(iv)          the assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;

(v)           the assignee represents and warrants that it is an Eligible Assignee if required hereunder;

(vi)          the assignee appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;

(vii)         the assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and

(viii)        the assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance.

11.15.3    Register. Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of Lenders and the Commitment Percentage of, and principal amount of the Loans owing to Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Administrative Agent and Lenders may treat each person whose name is recorded in the Register as a Lender hereunder available for inspection by Borrower and Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to Administrative Agent a registration fee in the sum of Three Thousand Dollars ($3,000.00).

11.15.4    New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, Borrower, at its own expense, shall execute and deliver to Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Note(s) shall provide that they are replacements for the surrendered Note(s), shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Note(s), shall be dated the effective date of such Assignment and Acceptance and shall otherwise be substantially in the form of the assigned Note(s).

11.15.5    Participations. Each lender shall have the unrestricted right at any lime and from time to time, without the consent or approval of and without notice to Borrower or Guarantor, to grant to one or more banks or other financial institutions (each, a “Participant”) participating interests in all or any portion of such Lender’s rights and obligations under this Agreement and the other Credit Documents. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to Borrower, such Lender shall remain liable for the performance of its obligations hereunder and Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any Lender may furnish any information concerning Borrower in its possession from time to time to prospective Participants, provided that such Lender shall require any such prospective Participant to agree in writing to maintain the confidentiality of such information.

11.15.6    Pledge to the Federal Reserve. Anything contained in this Section 11.35 to the contrary notwithstanding, any Lender may at any time pledge or assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) and the other Credit Documents to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §343. No such pledge or assignment or enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Credit Documents.

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11.16      Disclosure.

Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential; or participants shall agree (a) to treat in confidence such information unless such information otherwise becomes public knowledge, (b) not to disclose such information to a third party except as required by law or legal process and (c) not to make use of such information for purposes of transactions unrelated to such contemplated or participation, provided that each Lender may disclose such information to its attorneys, auditors and regulatory examiners.

11.17      Miscellaneous Assignment Provisions.

If any assignee Lender is not incorporated under the laws of the United States of America or any stale thereof, it shall prior to the date on which any interest or fees are payable hereunder or under any of the other Credit Documents for its account, deliver to Borrower and Administrative Agent certification as to its exemption from deduction or withholding of any United States federal income taxes.

11.18      Assignment by Borrower.

Borrower shall not assign or transfer this Agreement, the monies due hereunder, any of its rights or obligations under any of the Credit Documents.

11.19      Administrative Matters.

11.19.1    Amendment, Waiver, Consent, Etc. No term or provision of this Agreement or any other Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Agreement or any other Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders.

Notwithstanding the foregoing, the unanimous written approval of all of the Lenders (other than any Defaulting Lenders) shall be required with respect to any proposed amendment, waiver, discharge, termination, or consent which:

(i)            has the effect of (a) extending the scheduled maturity or the date of any amortization payment of any Loan or Note, (b) reducing the rate or extending the time of payment of interest or fees thereon, (c) increasing or reducing the principal amount thereof, (d) otherwise postponing or forgiving any indebtedness thereunder, or (e) extending the time of payment of any fees,

(ii)           releases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Credit Documents,

(iii)          amends, modifies or waives any provisions of this paragraph,

(iv)          amends any of the financial covenants set forth in Section 7.3 of this Agreement,

(v)           reduces the percentage specified in the definition of Required Lenders,

(vi)          except as otherwise provided in this Agreement, changes the amount of any Lender’s Commitment or Commitment Percentage,

(vii)         releases or waives any guaranty of the Borrower’s Obligations or indemnifications provided in the Credit Documents, or

(viii)        waives a monetary Default under the Credit Documents;

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and provided further that, without the consent of Administrative Agent, no such action shall amend, modify or waive any provision of this Section 11.19 or any other provision of any Credit Document which relates to the rights or obligations of Administrative Agent.

11.20      Deemed Consent or Approval.

With respect to any requested amendment, waiver, consent or other action which requires the approval of the Required Lenders or all of the Lenders, as the case may be, in accordance with the terms of this Agreement, or if Administrative Agent is required hereunder to seek or desires to seek the approval of the Required Lenders or all of the Lenders, as the case may be, prior to undertaking a particular action or course of conduct, Administrative Agent in each such case shall provide each Lender with written notice of any such request for amendment, waiver or consent or any other requested or proposed action or course of conduct, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether lo approve or disapprove such amendment, waiver, consent or other action or course of conduct, Administrative Agent may (but shall not be required to) include in any such notice, printed in capital letters or boldface type a legend substantially to the following effect:

“THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE, FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION REQUESTED BY BORROWER OR THE COURSE OF CONDUCT PROPOSED BY ADMINISTRATIVE AGENT AND RECITED ABOVE.”

and if the foregoing legend is included by Administrative Agent in its communication, a Lender shall be deemed to have approved or consented to such action or course of conduct for all purposes hereunder if such Lender fails lo object to such action or course of conduct by written notice to Administrative Agent within ten (10) Business Days of such Lender’s receipt of such notice.

11.21      Borrower Indemnification/Reimbursement of Lenders.

In addition to the indemnifications and reimbursements provided by Borrower to Lenders otherwise provided herein, Borrower shall also (a) indemnify Lenders and each Lender-Related Person against any liability, cost or expense incurred by Lenders as a result of any unmitigated costs or losses incurred as a result of prepayments of LIBOR Rate Loans on any day other than the last day of the Interest Period of such LIBOR Rate Loan or any Environmental Claim related to any real estate or other assets held by Borrower; (b) indemnify Lenders and each Lender-Related Person against any liability, cost or expense incurred by Lenders as a result of lawsuits and litigation that may arise in connection with Borrower’s activities, or payment of any fees lo Borrower’s Subsidiaries, provided that the same are not due to the fraud or negligence of Administrative Agent or any Lender; and (c) reimburse the Lenders and each Lender-Related Person for reasonable costs and expenses (other than in connection with the registration fee) incurred in connection with any assignment of the Loans or any portion thereof by or from any Lender to a third party and for any reasonable costs and expenses incurred by the Lenders in connection with the review of any amendments or revisions to this Agreement requested from time to time by Borrower; provided, that the Borrower’s reimbursement obligations with respect lo any assignment to or from a Lender or any single amendment shall be limited to $5,000 per Lender per amendment or assignment.

All indemnifications or reimbursements provided by Borrower to Lenders, including without limitation the aforementioned indemnifications, shall survive and continue for the benefit of Administrative Agent’s or the Lenders’ (as applicable) commitment for the Facility, notwithstanding any failure of the Facility lo close or any termination of the Facility or payment in full of the obligations thereunder.

11.22      Other Agents; Arrangers and Managers.

None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “managing agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-lead arranger” shall have any right, power, obligation, liability, responsibility or

36

duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Bach Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

12.          GENERAL PROVISIONS.

12.1        Notices.

Any notice or other communication in connection with this Agreement, the Note(s), or any of the other Credit Documents, shall be in writing, and cither (i) hand delivered by any commercially recognized courier service or overnight delivery service such as Federal Express, or (ii) sent by facsimile transmission, if a FAX Number is designated below, provided a copy is also sent by any commercially recognized courier service or overnight delivery service such as Federal Express:

If to Borrower:
	Inland Real Estate Investment Corporation 2901 Butterfield Road Oak Brook, Illinois 60523 FAX Number: (630) 218-4955 Attention: Catherine L. Lynch
with copies by regular mail or such hand delivery or facsimile transmission to:
	The Inland Real Estate Group, Inc. Law Department 2901 Butterfield Road Oak Brook, Illinois 60523 FAX Number: (630) 218-4900 Attention: Elliot B. Kamcnear
If to Administrative Agent:
	BANK OF AMERICA, N.A. Commercial Real Estate Banking NCF007-11-I5 100 North Tryon Street 11th Floor Charlotte, North Carolina 28255 (Attn: Real Estate Loan Administration)
with a copy to:
	Moore & Van Allen PLLC Attn: Keith A. Mrochek 100 N. Tryon St. 47th Floor Charlotte NC 28202-4003
If to Lenders:
	BANK OF AMERICA, N.A. Commercial Real Estate Banking NC1-007-11-15

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	100 North Tryon Street 11th Floor Charlotte, North Carolina 28255 (Attn: Real Estate Loan Administration) Fax: (704) 386-6434
	MB Financial Bank, N.A. 6111 N. River Road Rosemont, IL 60018 Fax: 847-653-0083 Attention: Jack Sharp
with a copy to:
	Moore & Van Allen PLLC Attn: Keith A. Mrochek 100 N. Tryon St. 47th Floor Charlotte NC 28202-4003 Fax: 704-339-5822

and to such addresses as are set forth in any Assignment and Acceptance.

If to Guarantor, at the address(es) set forth for Guarantor in Section 7 of the Guaranty.

Any such addressee may change its address for such notices to such other address in the United States as such addressee shall have specified by written notice given as set forth above. All periods of notice shall be measured from the deemed dale of delivery, as set forth in the next succeeding paragraph.

A notice shall be deemed to have been given, delivered and received for the purposes of all Credit Documents upon the earliest of: (i) if hand delivered at the specified address by such courier or overnight delivery service, when so delivered or tendered for delivery during customary business hours on a Business Day, or (ii) if facsimile transmission is a permitted means of giving notice, upon receipt as evidenced by confirmation.

12.2        Intentionally Omitted.

12.3        Further Assurance.

Borrower shall, upon request from Administrative Agent or any Lender, from time to lime execute, seal, acknowledge and deliver such further instruments or documents which Administrative Agent or such Lender may reasonably require to better perfect and confirm its rights and remedies hereunder, under the Note(s), and under each of the other Credit Documents,

12.4        Parties Bound.

The provisions of this Agreement and of each of the other Credit Documents shall be binding upon and inure to the benefit of Borrower, Administrative Agent and each of the Lenders and their respective successors and assigns, except as otherwise prohibited by this Agreement or any of the other Credit Documents.

This Agreement is a contract by and among Borrower, Administrative Agent and each of Lenders for their mutual benefit, and no third person shall have any right, claim or interest against either Administrative Agent or any Lender or Borrower by virtue of any provision hereof.

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12.5Waivers, Extensions and Releases.

Except as otherwise provided herein, Administrative Agent may, unless otherwise directed by (he Required Lenders, at any lime and from lime to lime waive any one or more of the conditions contained herein or in any of the other Credit Documents, or extend the time of payment of any Loan, or release portions of the Collateral from the provisions of this Agreement or any other Security Document, but any such waiver, extension or release shall be deemed to be made in pursuance and not in modification hereof, and any such waiver in any instance, or under any particular circumstance, shall not be considered a waiver of such condition in any other instance or any other circumstance.

12.6Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial.

12.6.1Substantial Relationship. It is understood and agreed that all of the Credit Documents were negotiated, executed and delivered in the State of North Carolina, which state the parties agree has a substantial relationship to the parties and to the underlying transactions embodied by the Credit Documents.

12.6.2Place of Delivery. Borrower agrees to furnish to Administrative Agent at Administrative Agent’s office in Charlotte, North Carolina all further instruments, certifications and documents to be furnished hereunder.

12.6.3Governing Law. This Agreement and each of the other Credit Documents shall in all respects be governed, construed, applied and enforced in accordance with the internal laws of the State of North Carolina without regard to principles of conflicts of law.

12.6.4Consent to Jurisdiction. EACH OF BORROWER AND GUARANTOR HEREBY AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NORTH CAROLINA LOCATED IN MECKLENBURG COUNTY OR ANY FEDERAL COURT SITTING IN THE WESTERN DISTRICT OF THE STATE OF NORTH CAROLINA AND HEREBY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE ADDRESS SET FORTH IN SECTION 12.1. EACH OF BORROWER AND GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

12.6.5JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER, GUARANTOR ADMINISTRATIVE AGENT, AND EACH OF THE LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF ADMINISTRATIVE AGENT OR LENDERS RELATING TO THE ADMINISTRATION OF THE FACILITY OR ENFORCEMENT OF THE CREDIT DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OF BORROWER AND GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF BORROWER AND GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ADMINISTRATIVE AGENT OR ANT LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND LENDERS TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.

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12.7Survival.

All representations, warranties, covenants and agreements of Borrower, Guarantor and each Pledgor provided herein or in any other Credit Document, or in any notice, certificate, or other paper delivered by or on behalf of Borrower, Guarantor or any Pledgor pursuant hereto are significant and shall be deemed to have been relied upon by Administrative Agent and each of the Lenders notwithstanding any investigation made by Administrative Agent or any Lender or on its behalf and shall survive the delivery of the Credit Documents and the making of the Facility and each advance pursuant thereto. No review or approval by Administrative Agent, or any Lender, or by Lenders’ Consultants or any of representatives, of any plans and specifications, opinion letters, certificates by professionals or other item of any nature shall relieve Borrower, Guarantor, any other Pledgor or anyone else of any of the obligations, warranties or representations made by or on behalf of Borrower, Guarantor or any other Pledgor under any one or more of the Credit Documents.

12.8Cumulative Rights.

All of the rights of Administrative Agent and Lenders hereunder and under each of the other Credit Documents and any other agreement now or hereafter executed in connection herewith or therewith, shall be cumulative and may be exercised singly, together, or in such combination as Administrative Agent may determine in its sole good faith judgment.

12.9Claims Against Administrative Agent or Lenders.

12.9.1Borrower Must Notify. Administrative Agent and each of the Lenders shall not be in default under this Agreement, or under any other Credit Document, unless a written notice specifically setting forth the claim of Borrower shall have been given to Administrative Agent and each of the Lenders within thirty (30) days after Borrower first had actual knowledge or actual notice of the occurrence of the event which Borrower alleges gave rise to such claim and Administrative Agent and each of the Lenders do not remedy or cure the default, if any there be, with reasonable promptness thereafter. Such actual knowledge or actual notice shall refer to what was actually known by, or expressed in a written notification furnished lo, any of the persons or officials referred lo in Exhibit C as Authorized Representatives.

12.9.2Remedies. If Administrative Agent or any Lender is in default of its obligations under the Credit Documents and has not remedied or cured the same within the applicable grace or cure period, Administrative Agent’s or such Lender’s responsibilities shall be limited to: (i) where the breach consists of the failure lo grant consent or give approval in violation of the terms and requirements of a Credit Document, the obligation to grant such consent or give such approval and lo pay Borrower’s reasonable costs and expenses incurred in connection therewith including, without limitation, direct losses, out-of-pocket costs, reasonable attorneys’ fees and disbursements in connection with court proceedings; and (ii) in the case of any other default by Administrative Agent or any Lender, where it is also so determined that Administrative Agent or such Lender acted in bad faith, or that Administrative Agent’s or such Lender’s default constituted gross negligence or willful misconduct, the payment of any actual, direct, compensatory damages sustained by Borrower as a result thereof plus Borrower’s reasonable costs and expenses, including, without limitation, reasonable attorneys, fees and disbursements in connection with court proceedings.

12.9.3Limitations. In no event, however, shall Administrative Agent or Lenders be liable to Borrower or to Guarantor or to anyone else for other damages such as, but not limited to, indirect, speculative or punitive damages whatever the nature of the breach by Administrative Agent or any Lender of its obligations under this Agreement or under any of the other Credit Documents. In no event shall Administrative Agent or any Lender be liable to Borrower or to Guarantor or lo anyone else unless a written notice specifically setting forth the claim of Borrower shall have been given to Administrative Agent and each of the Lenders within the time period specified above.

12.9.4Obligations Absolute.

Except to the extent prohibited by applicable law which cannot be waived, the Borrower’s Obligations and the obligations of Guarantor and each Pledgor under the Credit Documents shall be absolute, unconditional and

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irrevocable and shall be paid and/or performed strictly in accordance with the terms of the Credit Documents under all circumstances whatsoever, including, without limitation, the existence of any claim, set off, defense or other right which Borrower or Guarantor may have at any time against Administrative Agent or any Lender whether in connection with the Facility or any unrelated transaction.

12.10Table of Contents, Title and Headings.

Any Table of Contents and the titles and the headings of sections are not parts of this Agreement or any other Credit Document and shall not be deemed lo affect the meaning or construction of any of their provisions.

12.11Counterparts.

This Agreement may be executed in several counterparts, each of which when executed and delivered is an original, but all of which together shall constitute one instrument. In making proof of this agreement, it shall not be necessary lo produce or account for more than one such counterpart which is executed by the party against whom enforcement of such Agreement is sought.

12.12Time Of the Essence.

Time is of the essence of each provision of this Agreement and each other Credit Document.

12.13No Oral Change.

This Agreement and each of the other Credit Documents may only be amended, terminated, extended or otherwise modified by a writing signed by the party against which enforcement is sought (except no such writing shall be required for any party which, pursuant to a specific provision of any Credit Document, is required to be bound by changes without such party’s assent). In no event shall any oral agreements, promises, actions, inactions, knowledge, course of conduct, course of dealings or the like be effective to amend, terminate, extend or otherwise modify this Agreement or any of the other Credit Documents.

12.14Monthly Statements.

While Administrative Agent may issue invoices or other statements on a monthly or periodic basis, it is expressly acknowledged and agreed that: (i) the failure of Administrative Agent to issue any statement or invoice on one or more occasions shall not affect Borrower’s obligations to make payments under the Credit Documents, provided hat any failure by Borrower to make payments under the Credit Documents that is due to the failure of Administrative Agent to issue a statement or invoice shall not be deemed an Event of Default hereunder except to the extent Borrower has actual knowledge that such amounts were due; (ii) the inaccuracy of any statement or invoice shall not be binding upon Administrative Agent and Borrower shall always remain obligated to pay the full amount(s) required under the Credit Documents as and when due notwithstanding any provision to the contrary contained in any statement or invoice, provided that, unless Borrower has actual knowledge of the inaccuracy of any such statement or invoice and the correct amount due, Borrower’s failure to pay the correct amount shall not be deemed an Event of Default hereunder; (iii) all statements or invoices are issued for informational purposes only and shall never constitute any type of offer, acceptance, modification, or waiver of the Credit Documents or any of Administrative Agent’s rights or remedies thereunder; and (iv) in no event shall any statement or invoice serve as the basis for, or a component of, any course of dealing, course of conduct, or trade practice which would modify, alter, or otherwise affect the express written terms of the Credit Documents.

12.15USA Patriot Act.

Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

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12.16Prior Credit Agreement.

Each of the parties hereto hereby agree that (a) the outstanding balance of the obligations under the Prior Credit Agreement remains outstanding and constitutes Borrower’s Obligations hereunder and (b) this Agreement is an amendment and restatement of the Prior Credit Agreement and that all documents, instruments or agreements creating security interests or liens in favor of the “Administrative Agent” or “Lenders” as defined in the Prior Credit Agreement and securing the obligations thereunder continue to secure the Borrower’s Obligations under this Agreement.

12.17Integration.

This Agreement and the other Credit Documents are intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the other Credit Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed lo be superseded by this Agreement and the other Credit Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the other Credit Documents.

[Signature pages attached]

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IN WITNESS WHEREOF, each of the parties hereto has this Agreement to be duly executed and delivered as of the date first above written.

BORROWER:
INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation
By:	/s/ Catherine L. Lynch
	Name: Catherine L. Lynch
	Title:   Treasurer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Ghi S. Gavin
Name:		Ghi S. Gavin
Title:		Sr. Vice President President
LENDERS:
BANK OF AMERICA, N.A., as a Lender
By:		/s/ Ghi S. Gavin
Name:		Ghi S. Gavin
Title:		Sr. Vice President President
MB FINANCIAL BANK, N.A., as a Lender
By:		/s/ Jack H. Sharp
Name:		Jack H. Sharp
Title:		Senior Vice President

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EXHIBITS:

		Section Reference Number
Exhibit A	Definitions	1.1
Exhibit B-l	Pledged Shares	3.2, 6.16, Exhibit A
Exhibit B-2	Initial Advance Properties	6.17, Exhibit A
Exhibit C	Authorized Representatives	4, 12.9.1, Exhibit A
Exhibit D	Form of Assignment and Acceptance	11.15.1
Exhibit E	Lenders’ Commitment Percentages	Exhibit A
Exhibit F	Form of Note	2.1(e), 3.1
Exhibit G	Form of Officer’s Certificate	7.2.6
Exhibit H	I Intentionally deleted.]
Exhibit I	Form of Notice of Borrowing	2.1(d), Exhibit A

EXHIBIT A TO AGREEMENT

DEFINITIONS

Adjusted Base Rate means, for any day, the higher of (a) (lie Prime Rate (as most recently determined in accordance with the definition thereof) and (b) the Federal Funds Rate plus 1/2 of 1%.

Adjusted Fixed LIBOR Rate means, for any date of determination, (a) the applicable Fixed LIBOR Rate, plus (b) one and ninety-five one hundredths percent (1.95%) per annum.

Adjusted Floating LIBOR Rate means, for any date of determination, (a) the applicable Floating LIBOR Rate, plus (b) one and ninety-five one hundredths percent (1.95%) per annum.

Administrative Agent means Bank of America, N.A. acting as agent for Lenders.

Advance Limit means, as of any date of calculation, the lesser of (a) an amount equal to (i) the then-applicable IREC Share Value, multiplied by sixty percent (60.0%), plus (ii) the then-applicable IWEST Share Value, multiplied by forty percent (40.0%); and (b) the Maximum Loan Amount.

Advance Property shall mean cither: (a) a real estate asset acquired by Guarantor or a Subsidiary of Guarantor as part of Guarantor’s programs which, immediately following the acquisition thereof: (i) is owned in fee by Guarantor or a Subsidiary of Guarantor; (ii) is not subject to any Liens or encumbrances other than (A) mortgages, deeds of trust, deeds to secure debt or other instruments or agreements securing first priority or subordinate financing or otherwise creating a direct Lien on such asset, (B) Mezzanine Financing of the owner of such asset (with the total amount of all financing under subclauses (A) and (B) with respect to an Advance Property not to exceed the amounts permitted pursuant to Section 7.4(a) hereof), and (C) taxes and assessments not yet due or payable and non-monetary encumbrances that do not interfere with the intended use, operation, value or marketability of (he Advance Properly or that are insured or endorsed over by the title insurer; (iii) is a single or multi tenant office, retail or industrial property or a multi-family residential property located in the United Stales; (iv) is, in the reasonable judgment of the Administrative Agent, of a quality consistent with the quality of the Initial Advance Properties; (v) as lo properties that are multi-family residential properties, has an occupancy rate of at least eighty-five percent (85%) (based on the percentage of the total leasable square footage of such properly that is leased pursuant lo valid leases and occupied by the tenants under such leases); and (vi) as to properties other than multi-family residential properties, has an occupancy rate of at least seventy-five percent (75%) (based on the percentage of the total leasable square footage of such property that is leased pursuant to valid leases having terms that extend for at least three (3) years after the date on which the applicable Loan is to be made); or (b) a real estate asset not meeting the above criteria but which is otherwise reasonably approved by the Required Lenders. All tenants who are in bankruptcy or subject lo any of the circumstances described in Section 9.1.3(A) and all tenants who are not in occupancy of the premises demised under their leases will be excluded from the calculations set forth above.

Advance Property Submittals shall mean, with respect to an Advance Property, a copy of the fully executed purchase contract for the Advance Property.

Advance Properly Value shall mean, with respect lo any Advance Properly, the lesser of (i) the Appraised Value of such Advance Property and (ii) the Net Acquisition Cost of such Advance Property.

Affiliate means, with respect lo any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For purposes of this definition, Control means the possession, directly or indirectly, of the power lo direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 5% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America, NA in its capacity as the Administrative Agent, and Banc of America Securities, LLC in its capacity as Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

Agreement as defined in the Preamble,

Applicable Lending Office means, for each Lender, the office of such Lender (or of an affiliate of such Lender) as such Lender may from lime to lime specify to Administrative Agent and Borrower by written notice as the office by which its LIBOR Rate Loans arc made and maintained.

Appraised Value shall mean, with respect to an Advance Property, the value of such Advance Property, as determined by the most recent MAI appraisal performed with respect to such Advance Property.

Arranger as defined in the Preamble.

Asset Value shall mean, with respect to a Person, the total book value of such Person’s assets as set forth on the financial statements of such Person prepared in accordance with GAAP.

Assignment and Acceptance as defined in Section 11.15.1.

Available Credit shall mean, as of any date of determination, the then-applicable Advance Limit less the Credit Exposure.

Available For Distribution means that the amount in question (i) has been or is being distributed to Borrower or (ii) upon the request of Borrower will be distributed to Borrower without restriction, deduction or offset.

Authorized Representatives as defined in Section 4 and listed on Exhibit C.

Bankruptcy Code means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

Base Rate Loans shall mean any Loan or other principal outstanding under this Agreement which bears interest at the Adjusted Base Rate.

Borrower as defined in the Preamble.

Borrower’s Obligations means, without duplication, all of the obligations of Borrower to Lenders and Administrative Agent, whenever arising, under this Agreement, the Note(s), or any of the other Credit Document to which Borrower is a party (including, without limitation, al! advances to, and debts, liabilities, obligations, covenants and duties of, Borrower arising hereunder or under any Credit Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower of any proceeding under the Bankruptcy Code or any other debtor relief laws, regardless of whether such interest and fees are allowed claims in such proceeding).

Borrower’s Organizational Documents means, collectively, (i) the Certificate of Incorporation of Borrower dated as of November 26, 1984, as the same may be amended or modified from time to lime hereafter in accordance with the terms hereof and (ii) the By-Laws of Borrower dated as of July 1, 1997, as the same may be amended or modified from time to lime hereafter in accordance with the terms hereof.

Business Day shall mean: any day of the year other than a Saturday, a Sunday or a day which is a legal holiday in the State of North Carolina or a day on which banking institutions in Charlotte, North Carolina are required or authorized to close.  If any day on which a payment is due is not a Business Day, then the due date for

2

such payment shall be extended to the next succeeding Business Day and such extension of lime shall be included in computing interest and fees in connection with such payment. Further, if there is no corresponding day for a payment in the given calendar month (i.e., there is no “February 30th”), the payment shall be due on the last Business Day of the calendar month.

Capital Stock means any and all shares, interests or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person that is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company or partnership interests or other equivalents in any kind of partnership, and any and all warrants or options to purchase any of the foregoing.

Closing Date means the date hereof.

Code means the Internal Revenue Code of 1986 and the rules and regulations issued or promulgated thereunder, as amended, modified, succeeded or replaced from time to time. References to specific sections of the Code shall be construed also to refer to any successor sections.

Collateral as more particularly described in Section 3.2.

Commitment means, with respect to each Lender, the commitment of such Lender in an aggregate principal amount outstanding at any time of up to such Lender’s Commitment Percentage of the Maximum Loan Amount to make Loans in accordance with the provisions of Section 2.1(a) (subject to the limitations set forth herein).

Commitment Limit shall mean, as of any date of calculation, the lesser of (a) the sum of (i) the then-applicable IREC Share Value, multiplied by sixty-five percent (65.0%), plus (ii) the then-applicable IWEST Share Value, multiplied by forty percent (40.0%); and (b) the Maximum Loan Amount; provided, that the multiplier referenced in subclause (a)(ii) of this definition shall be subject to adjustment by the Required Lenders, in their discretion, to the extent the Required Lenders reasonably determine that there has occurred a material change in the value or in the proper method of valuation of or with respect to the IWEST Pledged Shares since July 31, 2008.

Commitment Percentage means, for each Lender, the percentage identified as its Commitment Percentage on Exhibit E as such percentage may be modified by assignment in accordance with the terms of this Agreement.

Credit Documents as defined in Section 3.1.

Credit Exposure shall mean, as of any date of determination, the total amount of all principal and accrued but unpaid interest under all outstanding Loans.

Debt Service Coverage Ratio shall mean, for any period, the ratio of the Net Operating Income (before any interest, scheduled payments of principal and capitalized lease payments, if any) of Borrower for such period to the total amount payable (including interest, scheduled payments of principal and capitalized lease payments, if any) on all Indebtedness of Borrower with respect to such period.

Default means an Event of Default, or any fact or circumstance which constitutes, or upon the lapse of lime, or giving of notice, or both, could constitute, an Event of Default

Default Rate as defined in Section 2.3.34.

Delinquent Lender as defined in Section 11.13.

Dollars shall mean lawful money of the United Slates.

EBITDA shall mean, in relation to a Person, on a consolidated basis for any period, an amount equal to (he net income of such Person on a consolidated basis after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP for such period, but, in determining such consolidated net income, any GAAP extraordinary gains and extraordinary losses shall, to the extent included in such calculation, be deducted from

3

consolidated net income (except that any non-cash loss may be added back to consolidated net income to the extent it will not become a cash loss in a later fiscal period), plus the following to the extent deducted in computing such consolidated net income for such period: (i) consolidated total interest expenses for such period, (ii) consolidated taxes on income for such period, (iii) consolidated depreciation for such period, and (iv) consolidated amortization for such period.

Eligible Assignee. Any of: (a) a commercial bank organized under the laws of the United States, or any state thereof or the District of Columbia having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any state thereof or the District of Columbia having a net worth of at least $100,000,000 calculated in accordance with GAAP; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OBCD”) or a political subdivision of any such country having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; or (d) the central bank of any country which is a member of the OBCD.

Environmental Claim means any investigation, written notice, violation, written demand, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial, or private in nature arising (a) pursuant to, or in connection with, an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged environmental damage, injury, threat, or harm to health, safely, natural resources, or the environment.

Environmental Laws means any current or future legally enforceable requirement of any Governmental Authority pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land surface water and groundwater) including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 111001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or binding directive issued thereunder.

ERISA as defined in Section 6.8.

ERISA Plan as defined in Section 6.8.

Event of Default as defined in Section 9.1.

Facility as defined in Section 1.3.

Federal Funds Rate means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the

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average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

Fee Letter means that certain fee and expense letter dated as of July 30, 2008 among the Arranger, the Administrative Agent and the Borrower.

Fees means, collectively, all fees payable pursuant to this Agreement, the other Credit Documents and (he Fee Letter.

Fixed LIBOR Rate shall mean, as to any Fixed LIBOR Rate Loan, the rate per annum (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point) equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), for a period of time comparable to such Fixed LIBOR Rate Loan for U.S. Dollar deposits (for delivery on the first day of such interest period) as published by Reuters (or another commercially available source providing quotations of BBA LIBOR as selected by Lender from time to time) as of 11:00 a.m. London time on the day that is two London Banking Days preceding the first day of such Fixed LIBOR Rate Loan. If for any reason such rate is not available, the term “Fixed LIBOR Rate” shall mean the rate (rounded upwards as described above, if necessary) determined on the basis of the British Bankers’ Association Libor Rate for deposits in U.S. Dollars for a period of time comparable to such Fixed LIBOR Rate Loan appearing on such other page or service selected by Administrative Agent that, shows BBA LIBOR for deposits in U.S. Dollars for a comparable period (for delivery on the second succeeding Business Day) at approximately 11:00 a.m. (London time) on the second preceding Business Day; provided, however, if more than one rate is specified on such other page or service, the applicable rate shall be the arithmetic mean of all such rates. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits of Administrative Agent, then for any period during which such Reserve Percentage shall apply, the Fixed LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

Fixed LIBOR Rate Loan shall mean any Loan or other principal outstanding under this Agreement which bears interest at the Adjusted Fixed LIBOR Rate.

Floating LIBOR Rate shall mean, as to any Floating LIBOR Rate Loan as of any date of determination (as recalculated daily following the making of any such Floating LIBOR Rate Loan), a fluctuating rate of interest equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point) for one month deposits in U.S. Dollars as published by Reuters (or another commercially available source providing quotations of BBA LIBOR as selected by Lender from time to lime) at approximately 31:00 a.m. (London lime) on the second preceding Business Day (or, to the extent any Lender is unable, as a result of administrative or other matters, to calculate or lend at such rate on a daily basis, but is able to calculate and lend at such rate based on the rate determined as of the most recent day constituting the first Business Day of a calendar month, as of line most recent day constituting the First Business Day of a calendar month). If for any reason such rate is not available, the term “Floating LIBOR Rate” shall, for each day, mean the fluctuating rate of interest equal to the one month rate of interest (rounded upwards to the next higher 1/100 of 1%) appearing on such other page or service selected by Administrative Agent that shows the one month BBA LIBOR for deposits in U.S. Dollars (for delivery on the second succeeding Business Day) at approximately 11:00 a.m. (London time) on the second preceding Business Day (or, if applicable, the most recent day constituting the first Business Day of a calendar month); provided, however, if more than one rate is specified on such other page or service, the applicable rate shall be the arithmetic mean of all such rates. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits of Administrative Agent, then for any period during which such Reserve Percentage shall apply, the Floating LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

Floating LIBOR Rate Loan shall mean any Loan or other principal outstanding under this Agreement which bears interest at the Adjusted Floating LIBOR Rate.

Future Commitment as defined in Section 11.13.

GAAP means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 3.4.

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Governmental Authority means any federal, state, local, provincial or foreign court or governmental agency, authority, instrumentality or regulatory body.

Guarantor as defined in Section 1.5.

Guaranty as defined in Section 3.3.

Hazardous Materials shall mean and include asbestos, flammable materials, explosives, radioactive substances, polychlorinated biphenyls, radioactive substances, other carcinogens, oil and other petroleum products, pollutants or contaminants that could be a detriment to the environment, and any other hazardous or toxic materials, wastes, or substances which are defined, determined or identified as such in any past, present or future federal, state or local laws, rules, codes or regulations, or any judicial or administrative interpretation of such laws, rules, codes or regulations.

IFC means Inland Funding Corporation, a Nevada corporation, together with its permitted successors and assigns.

Indebtedness shall be determined in accordance with GAAP and means, with respect to any Person at any time, without duplication,: (a) all secured and unsecured indebtedness for borrowed money outstanding at such time, (b) the deferred purchase price of assets or services which in accordance with GAAP would be shown to be a liability (or on the liability side of a balance sheet) at such time, (c) (he maximum amount of all letters of credit issued or acceptance facilities established for the account of such Person and, without duplication, all drafts drawn thereunder and not reimbursed at such time, (d) all capitalized lease obligations outstanding at such time, (e) all indebtedness of any other Person outstanding at such lime secured by any Lien on any property of Borrower, whether or not such indebtedness has been assumed (limited to the greater of (i) the amount of such indebtedness as to which there is recourse to such Person at such time and (ii) the fair market value of the property which is subject to the Lien), (f) all obligations existing at such Lime under take-or-pay or similar arrangements or under interest rate, currency, or commodities agreements, (g) indebtedness outstanding at such lime created or arising under any conditional sale or title retention agreement, (h) obligations of such Person outstanding at such time with respect to withdrawal liability or insufficiency under ERISA or under any qualified plan or related trust, and (i) the principal portion of all obligations o( such Person outstanding at such time under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP; provided, however, that Indebtedness shall not include subordinated shareholder debt, restricted cash held on account of tenant security deposits or other similarly restricted deposits or escrows. The Indebtedness of any Person shall include such Person’s pro-rata share of the Indebtedness of any partnership, unincorporated joint venture or other entity in which such Person is legally obligated with respect thereto and shall include all Indebtedness of such Person under this Agreement.

Individual Lender Litigation Expenses means all costs and expenses (including reasonable attorneys’ fees) incurred by any individual Lender in any litigation concerning the Facility in which such Lender has been named as a party defendant, but only to the extent such costs and expenses are reimbursable to such Lender by Borrower under the Credit Documents.

Initial Funding shall mean the first Loan funded pursuant to this Agreement.

Initial Advance Properties shall mean those Advance Properties listed on Exhibit B-2 attached hereto and made a part hereof.

Inland Group shall mean The Inland Group, Inc., a Delaware corporation.

Inland ISHC means Inland Investment Stock Holding Corporation, a Nevada corporation, together with its permitted successors and assigns.

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Interest Expense means, for any period, the interest expense of Borrower for such period, as determined in accordance with GAAP.

Interest Payment Date means (a) as to Variable Rate Loans, the first day of each calendar month and the Maturity Date and (b) as to LIBOR Rate Loans, (he first day of each calendar month, the last day of each applicable Interest Period, and the Maturity Date.

Interest Period.

(A)The term “Interest Period” means with respect to each LIBOR Rate Loan: a period of one (1), two (2), or three (3) consecutive months, subject to availability, as selected, or deemed selected, by Borrower at least three (3) Business Days prior to a Loan, or if a Loan is already outstanding, at least three (3) Business Days prior to the end of the current Interest Period with respect to that Loan. Each such Interest Period shall commence on the Business Day so selected, or deemed selected, by Borrower and shall end on the numerically corresponding day in the first (1st) second (2nd) or third (3rd) month thereafter, as applicable. Provided, however: (i) if there is no such numerically corresponding day, such Interest Period shall end on the last Business Day of the applicable month, (ii) if the last day of such an Interest Period would otherwise occur on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day; but (iii) if such extension would otherwise cause such last day to occur in a new calendar month, then such last day shall occur on the next preceding Business Day.

(B)The term “Interest Period” shall mean with respect to each Variable Rate Loan consecutive periods of one (1) day each.

(C)No Interest Period may be selected which would extend beyond the then current Maturity Date of the Facility. If the last day of an Interest Period would otherwise occur on a day which is not a Business Day, such last day shall be extended to the next succeeding Business Day, except as provided above in clause (A) relative to a LIBOR Rate Loan.

Investment shall mean the acquisition of any real or tangible personal property or of any stock or other security, any loan, advance, bank deposit, money market fund, contribution to capital, extension of credit (except for accounts receivable arising in the ordinary course of business and payable in accordance with customary terms), or purchase or commitment or option to purchase or otherwise acquire real estate or tangible personal property or stock or other securities of any party or any part of the business or assets comprising such business, or any part thereof.

IREC shall mean Inland Real Estate Corporation, a Maryland corporation.

IREC Pledged Shares shall mean the “IREC Pledged Securities,” as such term is defined in the Pledge Agreement.

IREC Share Value shall mean, as of any calculation date, the product of (i) the number of IREC Pledged Shares validly pledged to Administrative Agent and Lenders at such time multiplied by (ii) the per share trading price of the IREC Pledged Shares (trading under the ticker symbol “IRC”) at the close of trading (excluding after hours trading) on the last Business Day of each week on the New York stock exchange (as reported in the Wall Street Journal or such other publication or financial information service as may be reasonably selected by the Administrative Agent).

IWEST shall mean Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, together with its successors and assigns.

IWEST Pledged Shares shall mean the “IWEST Pledged Securities,” as such term is defined in the Pledge Agreement.

IWEST Share Value shall mean, as of any calculation date, an amount equal to the aggregate additional paid in capital on a per share basis (measured quarterly) of the IWEST Pledged Shares which are validly pledged to the Administrative Agent pursuant to the terms of the Pledge Agreement (as reasonably determined from time to time by the Administrative Agent); provided, for purposes of calculating the IWEST Share Value hereunder, the

7

amount of additional paid in capital on a per share basis for such IWEST Pledged Shares shall not exceed $10.00 per share.

Late Charge as defined in Section 2.3.15.

Legal Requirements shall mean all applicable federal, state, county and local laws, by-laws, rules, regulations, codes and ordinances, and the requirements of any governmental agency or authority having or claiming jurisdiction with respect thereto, including, but not limited to, those applicable to zoning, subdivision, building, health, fire, safety, sanitation, the protection of the handicapped, and environmental matters and shall also include all orders and directives of any court, governmental agency or authority having or claiming jurisdiction with respect thereto.

Lender-Related Person shall mean each Lender’s Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such Person and Affiliates.

Lenders as defined in the Preamble.

Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice perfecting a security interest under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction, or other similar recording or notice statute, and any lease in the nature thereof.

Liquidation Proceeds means, without duplication, the net cash proceeds that are Available for Distribution to Borrower in connection with the sale or disposition of all or any portion of any Investment.

Loan or Loans as defined in Section 2.1(a).

Loan to Value Ratio means, with respect to any Advance Property as of any date of calculation, (a) the sum of (i) the total amount of all outstanding mortgage financing, Mezzanine Financing and any other financing with respect to such Advance Property that is in any manner secured by any Lien or security interest in such Advance Property, plus (ii) the outstanding amount of all Loans made under the Facility with respect to such Advance Property, divided by (b) the Appraised Value of such Advance Properly, expressed as a percentage; provided, that the outstanding amount of Loans with respect to an Advance Property shall be as reasonably determined by the Borrower based on (A) the amount of any advance of Loans made hereunder in connection with the acquisition of such Advance Property, (B) the amount of any prepayment of the principal balance of the Loans made in connection with the sale, transfer or disposition of such Advance Property (provided, that the Loans outstanding with respect to any Advance Properly no longer owned by the Borrower or any of its Subsidiaries shall be deemed, for purposes hereof, to equal zero (0)) and (C) allocation among Advance Properties, in the Borrower’s discretion, of any other principal payments made from time to time hereunder.

London Banking Day means any day on which dealings in deposits in Dollars are transacted in the London interbank market.

Make Whole Provision as set forth in Section 2.3.16.

Material Adverse Effect means a material adverse effect on (i) the condition (financial or otherwise), operations, business, assets, liabilities or prospects of Borrower, (ii) the ability of Borrower to perform any material obligation under the Credit Documents to which it is a party or (iii) the material rights and remedies of Administrative Agent and Lenders under the Credit Documents.

Maturity shall occur on the Maturity Date (as extended, if applicable) or upon acceleration of the indebtedness under the Facility, if such indebtedness has been accelerated as provided in this Agreement or the other Credit Documents.

Maturity Date as defined in Section 2.2.

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Maximum Loan Amount shall mean Fifty-five Million Dollars ($55,000,000.00).

Mezzanine Financing means, with respect to any Advance Property, any Indebtedness (other than the Indebtedness represented by this Agreement) of any Person owning such Advance Property that is either (a) secured by a pledge of any portion of the Capital Stock of such Person or (b) otherwise recourse to such Person.

Modifications and Amendments shall mean a collective reference to each document, instrument or agreement existing from time to lime which constitutes a valid amendment, restatement, supplement or other modification of any of the other document qualifying as a Credit Document.

Net Acquisition Costs shall mean, with respect to an Advance Property, the total acquisition cost of such Advance Property including the reasonable transaction costs incurred in connection with the acquisition of such Advance Property.

Net Operating Income shall have the meaning assigned to such term by GAAP.

Net Sales Proceeds shall mean, with respect to the sale of an Advance Property or any direct or indirect interest in an Advance Properly by Borrower or a Subsidiary of Borrower, the total amount of the consideration received in connection with such sale by Borrower or such Subsidiary less (i) the amount of the costs incurred in connection with such sale (including reasonable sales commissions and due diligence fees) that have been approved by Administrative Agent and (ii) the amount of any mortgage financing, Mezzanine Financing or other secured Indebtedness with respect to such Advance Property repaid in connection with such sale.

Net Worth shall mean, with respect lo a Person, the total Asset Value of such Person less the total Indebtedness of such Person.

Note and Notes as defined in Section 3.1.

Notice of Borrowing shall be a written notice the form of Exhibit I given by Borrower to Administrative Agent.

Notice of Rate Selection as defined in Section 2.3.5.

Officer’s Certificate as defined in Section 7.2.6.

Other Taxes as defined in Section 2.3.4.2(b).

Participant as defined in Section 11.15.5.

Permitted Investments means any Investment of Borrower made in the ordinary course of Borrower’s business and not prohibited by the terms of Borrower’s Organizational Documents (without regard to any modifications or amendments to Borrower’s Organizational Documents occurring subsequent to the date hereof that have not been approved by Administrative Agent on behalf of Lenders).

Permitted Liens means (a) Liens created by, under or in connection with this Agreement or the other Credit Documents in favor of Administrative Agent for the benefit of Lenders, (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves have been established (and as to which the property subject to such Lien is not yet subject to foreclosure, sale or loss on account thereof); (c) Liens in respect of properly imposed by law arising in the ordinary course of business such as materialmen’s, mechanics’, warehousemen’s and other like Liens, provided (hat such Liens secure only amounts not yet due and payable or amounts being contested in good faith by appropriate proceedings for which adequate reserves have been established (and as to which the property subject to such Lien is not yet subject to foreclosure, sale or loss on account thereof); (d) pledges or deposits made to secure payment under worker’s compensation insurance, unemployment insurance, pensions, social security programs, public liability laws or similar legislation; (e) any attachment or judgment Lien, unless the judgment it secures is not, within thirty (30) days after entry thereof,

9

discharged or the execution thereof stayed pending appeal, or is not discharged within 30 days after the expiration of such stay; (0 Liens securing Indebtedness permitted under Section 7.4 (including without limitation mortgage financing, Mezzanine Financing and other secured financing up to the amounts permitted in Section 7.4(a)).

Person means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other entity (whether or not incorporated), or any Governmental Authority.

Pledge Agreement shall mean that certain Fourth Amended and Restated Ownership Interests Pledge and Security Agreement dated as of July 31, 2008 made by Borrower, POC, 1FC and Inland ISHC in favor of Administrative Agent and Lenders, as amended, restated, supplemented or modified from time to lime.

Pledged Shares shall mean the “Pledged Securities,” as such term is defined in the Pledge Agreement.

Pledgor has the meaning assigned to such term in the Pledge Agreement; and Pledgors shall have the same meaning.

POC shall mean Partnership Ownership Corporation, an Illinois corporation.

Prime Rate means the variable per annum rate of interest so designated from time to time by the Administrative Agent as its prime rate. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall lake effect at the opening of business on the day specified in the public announcement of such change.

Register as defined in Section 31.15.3.

Regulation T, U or X means, respectively, Regulation T, U and X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

Reportable Event as defined in ERISA.

Required Lenders means, at any time, Lenders which are then in compliance with their obligations hereunder (as determined by Administrative Agent) and holding in the aggregate at least sixty-six and two thirds percent (66 2/3%) of (i) the Commitments or (ii) if the Commitments have been terminated, the outstanding Loans; provided, however, that to the extent there are, at any time, less than three (3) Lenders existing with respect to this Agreement, the term Required Lenders shall mean 100.0% of the Lenders which are then in compliance with their respective obligations hereunder.

“Reserve Percentage” shall mean the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against ‘‘Euro-Currency Liabilities” as defined in Regulation D.

Security Documents as defined in Section 3.2.

Shareholders shall mean, collectively, the holders of shares of Capital Stock of the Borrower

Solvent means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the

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probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such lime, represents the amount that would be expected to become an actual or matured liability.

Subsidiary means as to any Person (a) any corporation more than fifty percent (50%) of whose Capital Stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of Capital Stock of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, or (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than fifty percent (50%) equity interest at any time.

Taxes as defined in Section 2.3.4.2.

Telerate Page 3750 means the British Bankers’ Association Libor Rates (determined as of 11:00 a.m. London time) that are published by Moneyline Telerate (or any successor thereto).

Term shall have the meaning assigned to such term in Section 2.2 of (his Agreement.

Total Interest Expense shall mean the sum of all of Borrower’s Interest Expenses.

UCC means the Uniform Commercial Code in effect in the Stale of North Carolina, as the same may be amended from time to time.

Unused Loan Fee as defined in Section 2.4(b).

Variable Rate Loan shall mean any Loan or other principal bearing interest at the Adjusted Base Rate or the Adjusted Floating LIBOR Rate.

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EXHIBIT B-1 TO AGREEMENT

IREC PLEDGED SHARES

CERTIFICATE NO.	SHAREHOLDER	NO. OE SHARES IN IREC
IRC 16348	POC	100,903
IRC 20033	Inland ISHC	20,000
IRC 20020	Inland ISHC	136,363
IRC 20021	Inland ISHC	500,000
IRC 20022	Inland ISHC	500,000
IRC 20023	Inland ISHC	500,000
IRC 20024	Inland ISHC	500,000
IRC 20025	Inland ISHC	500,000
IRC 20026	Inland ISHC	500,000
TOTAL:		3,257,266

IWEST PLEDGED SHARES

CERTIFICATE NO.	SHAREHOLDER	NO. OF SHARES IN IWEST
IWR 0787	IFC	500,000
IWR 0788	IFC	500,000
IWR 0789	IFC	500,000
IWR 0790	IFC	500,000
IWR 0791	IFC	500,000
IWR 0792	IF’C	500,000
IWR 0793	IFC	500,000
IWR 0794	IFC	500,000
IWR 0795	IFC	500,000
IWR 0796	IFC	500,000
IWR 0797	IFC	500,000
IWR 0798	IFC	500,000
IWR 0799	IFC	500,000
IWR 0800	IFC	500,000
IWR 0802	IFC	500,000
IWR 0805	IFC	500,000
IWR 0803	IFC	437,500
TOTAL:		8,437,500

EX-7.8

Exhibit 7.8

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”), dated as of October 31, 2008, is made by and between INLAND INVESTMENT STOCK HOLDING CORPORATION, a Nevada corporation (the “Pledgor”), and JPMORGAN CHASE BANK, N.A., a national banking association (together with its successors and assigns, the “Pledgee”).

W I T N E S S E T H :

A.            The Pledgor has requested that the Pledgee make certain revolving loans (the “Loans”) to Inland Real Estate Investment Corporation (the “Borrower”) pursuant to and in accordance with that certain Revolving Loan Agreement of even date herewith by and between the Borrower and the Pledgee (as the same may be amended, supplemented or modified from time to time, the “Loan Agreement”); capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement.

B.            The Pledgor is a wholly-owned subsidiary of the Borrower and will receive direct and indirect benefits from the Loans;

C.            It is a condition precedent to the Loan Agreement, that the Pledgor execute and deliver this Agreement and shall have made the pledge contemplated hereunder.

NOW, THEREFORE, in consideration of the premises hereinabove, and to induce the Pledgee to make the loans identified hereinabove pursuant to the Loan Agreement and in consideration of the benefits accruing to the Borrower and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Pledgor hereby covenants and agrees with the Pledgee as follows:

1.             SECURITY FOR OBLIGATIONS, ETC. This Agreement is for the benefit of the Pledgee to secure the prompt and complete payment and performance when due of all obligations, liabilities, indebtedness (whether for principal, interest, charges, or fees, including, without limitation, attorneys’ fees), costs, expenses, covenants, indemnities and agreements of every nature whatsoever of the Borrower to the Pledgee now existing or hereafter arising under or in connection with the Loan Agreement, this Agreement, and any and all other Financing Agreements, including, without limitation, all Liabilities, as defined in the Loan Agreement (as each may be from time to time amended, supplemented, extended, renewed and/or modified) (all of the foregoing being herein collectively referred to as the “Secured Obligations”).

2.             DEFINITION OF PLEDGED COLLATERAL. As used herein, the term “Pledged Collateral” shall mean the common stock of Inland Real Estate Corporation, a Maryland corporation (“IRC”), as more particularly described on Annex A attached hereto and made a part hereof. The Pledgor represents and warrants that on the date hereof (a) Annex A attached hereto correctly identifies the Pledged Collateral owned by Pledgor with respect IRC;

and (b) the Pledgor is the holder of record and sole beneficial and legal owner of such Pledged Collateral.

3.             PLEDGE OF PLEDGED COLLATERAL AND OTHER COLLATERAL. To secure the Secured Obligations and for the puiposes set forth in Section 1 hereof, Pledgor hereby pledges, collaterally assigns, transfers and conveys, and grants a security interest in and lien on, in favor of Pledgee, all of Pledgor’s right, title and interest in, to, and under each of the following, whether now owned or existing or hereafter acquired or arising (A) the Pledged Collateral, (B) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property (whether real, personal or mixed) from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Collateral, and all rights to receive any and all income, gain, profit, loss or other items allocated or distributed to Pledgor by, to or from IRC (including, without limitation, under or pursuant to IRC’s certificate of incorporation, bylaws and other governing documents), and (C) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the “Collateral”). If the Pledged Collateral is evidenced by certificates, the Pledgor shall deposit with the Pledgee the Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by an “Assignment Separate From Certificate,” substantially in the form attached hereto as Exhibit A and otherwise in form and substance acceptable to the Pledgee, duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor shall and hereby does permit the Pledgee to file a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with respect to the Collateral in any jurisdiction reasonably required by the Pledgee (including, without limitation, with the Nevada Secretary of State), in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the Pledgor’s signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor’s capacity as a shareholder of IRC, if any, and the Pledgee shall not be deemed to have assumed any of such obligations or liabilities.

4.             VOTING, ETC. Unless and until an Event of Default occurs and is continuing, the Pledgor shall be entitled to vote, if applicable, and exercise any other consensual rights (or managerial rights, if applicable) pertaining to any and all of the Pledged Collateral; provided, however, that no vote shall be cast or any action taken by Pledgor which would violate or be inconsistent with any of the terms of this Agreement, the Loan Agreement, any other Financing Agreement or any other instrument or agreement relating (directly or indirectly) to the Secured Obligations, or which would have the effect of impairing the positions or interests of the Pledgee or which would authorize or effect actions prohibited under the terms of the Loan Agreement or any other Financing Agreement. All such rights of the Pledgor to vote (and exercise managerial rights, if applicable) shall cease in case an Event of Default shall occur, if the Pledgee so directs and notifies the Pledgor.

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5.             PAYMENTS AND OTHER DISTRIBUTIONS. Unless and until an Event of Default shall occur and is continuing, all cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Pledgor; provided, however, if an Event of Default has occurred and is continuing, all cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Pledgee for application to the Secured Obligations; provided, further, that all cash dividends and other distributions payable at any time (whether before or after an Event of Default) in respect of the Pledged Collateral which are determined by Pledgee, in its sole discretion, to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital shall be promptly paid and delivered to the Pledgee and applied to the Secured Obligations.

6.             REMEDIES IN CASE OF AN EVENT OF DEFAULT. Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Loan Agreement, any other Financing Agreements, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured paity of a debtor in default under the Uniform Commercial Code as in effect in the State of Illinois or equivalent provisions of any other applicable jurisdiction (the “UCC”)) for the protection and enforcement of its rights in respect of the Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled, without limitation, to exercise the following rights, which the Pledgor hereby agrees to be commercially reasonable:

(a)           to receive all amounts payable in respect of the Collateral otherwise payable under Section 5 hereof to the Pledgor;

(b)           to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;

(c)           to vote all or any part of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof;

(d)           at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral in one or more parcels, or any interest therein, at any public or private sale at any exchange, broker’s board or at any of the Pledgee’s offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of time or place of sale or adjournment thereof or to redeem (all of which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by the Pledgor) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine. Pledgor agrees that to the extent that notice of sale shall be required by law that at least ten (10) calendar days’ notice to the Pledgor of the time (which shall be during normal business hours) and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it

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was so adjourned. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the collateral, whether before or after sale hereunder, and all rights, if any of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Pledgee shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall the Pledgee be under any obligation to take any action whatsoever with regard thereto;

(e)           to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral;

(f)            in respect of the Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Collateral as the Pledgee in its absolute discretion may determine;

(g)           to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all of the Pledgee in its absolute discretion may determine; and

(h)           generally, to take all such other action as the Pledgee in its absolute discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and which the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any proceedings arising therefrom.

The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. The Pledgor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section valid and binding and in compliance with applicable law. The Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Pledgee, that the Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Loan Agreement.

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7.             REMEDIES. ETC., CUMULATIVE. Each right, power and remedy of the Pledgee provided for in this Agreement, the Loan Agreement, any Financing Agreement or any other security agreement, mortgage, guaranty now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement, the Loan Agreement, or any other Financing Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof. For the avoidance of doubt, the Pledgee’s sale, transfer or other disposition of the Pledged Collateral in accordance with this Agreement shall not in any way impair any right the Pledgee may have under the Loan Agreement or any other Financing Agreement for repayment of any remaining outstanding Liabilities after any such sale, transfer or other disposition.

8.             APPLICATION OF PROCEEDS. Subject to any mandatory requirements of applicable law and the terms of the Loan Agreement, all moneys collected by the Pledgee upon sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied as follows:

(a)           To the payment of any and all costs, expenses and fees (including reasonable attorneys’ fees and disbursements) incurred by the Pledgee directly or indirectly in connection with such sale or other disposition, the delivery or taking possession of the Collateral or the collection of any such moneys;

(b)           Next, to the payment of the Secured Obligations and any other amounts due or owing to the Pledgee in accordance with the Loan Agreement in any order that the Pledgee shall determine; and

(c)           Any surplus then remaining shall be paid to the Pledgor.

9.             INDEMNITY. Without duplication of any amounts payable under any other similar indemnity provision set forth in the Loan Agreement or any other Financing Agreements, the Pledgor shall: (i) pay or cause to be paid all out-of-pocket costs and expenses of the Pledgee actually incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Pledgee); (ii) pay or cause to be paid and hold the Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes, charges or levies; and (iii) indemnify the Pledgee, and each of its officers, directors, shareholders, employees, representatives and agents from and   hold each of them harmless

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against any and all costs, losses, liabilities, claims, damages or expenses actually incurred by any of them (whether or not any of them is designated a party thereto) arising out of or by reason of any investigation, litigation or other proceeding related to this Agreement or any transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding. Notwithstanding anything in this Agreement to the contrary, the Pledgor shall not be responsible to the Pledgee for any costs, losses, damages, liabilities or expenses which result from the Pledgee’s gross negligence or willful misconduct. The Pledgor’s obligations under this Section shall survive any termination of this Agreement. If and to the extent that the obligations of the Pledgor under this Section are unenforceable for any reason, the Pledgor hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

10.           FURTHER ASSURANCES. Pledgor agrees that, at any time and from time to time, Pledgor will join with the Pledgee in executing and, at the Pledgor’s own expense, will file and refile under the UCC such financing statements, amendment statements, continuation statements and other documents in such offices as the Pledgee may deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral, and hereby authorizes the Pledgee to file financing statements, continuation statements and amendments thereto relative to all or any part of the Collateral without the signature of the Pledgor, and agrees to do such further acts and things and to promptly execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder.

11.           REASONABLE CARE BY PLEDGEE. The Pledgee shall be deemed by the Pledgor to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Pledgee accords its own similar property.

12.           TRANSFER BY THE PLEDGOR. The Pledgor shall not gift, assign, convey, sell, transfer or otherwise dispose of, grant any option with respect to, or pledge or otherwise encumber any of the Collateral or any interest therein.

13.           REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR. Pledgor hereby represents and warrants to the Pledgee, which representations and warranties shall survive the execution and delivery of this Agreement, as follows:

13.1         VALIDITY, PERFECTION AND PRIORITY. The pledge and security interests in the Collateral granted to the Pledgee constitute valid and continuing security interests in the Collateral. Upon the filing of a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with the Nevada Secretary of State or the physical delivery of the certificates evidencing the Pledged Collateral to the Pledgee, the security interests in the

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Collateral granted to the Pledgee hereunder constitute valid and perfected security interests therein superior and prior to the rights or claims of any other Person therein.

13.2         No Liens; Other Financing Statements.

(a)           Except for the liens and security interests granted to the Pledgee, the Pledgor is the legal and beneficial owner of, and has good and marketable title to, the Pledged Collateral and will continue to own each item of the Collateral free and clear of any and all pledges, liens, mortgages, hypothecations, security interests, charges, rights, options, claims and other encumbrances of all other Persons and the Pledgor shall defend the Collateral against all claims and demand of all Persons at any time claiming the same or any interest therein adverse to the Pledgee.

(b)           No financing statement or other evidence of lien covering or purporting to cover any of the Collateral is on file in any public office. The Pledgor is the sole member (and, if applicable, sole manager) of the Pledgor.

13.3         Pledged Collateral.

(a)           The Pledged Collateral described in Annex A attached hereto is and Section 2 hereof will be, duly authorized, validly issued, and, except for the (i) pledge provided in Section 3.1 hereof in favor of Pledgee and (ii) terms of IRC’s certificate of incorporation and bylaws (a true and complete copy of each of which has been provided to the Pledgee), none of such Pledged Collateral is or will be subject to any legal or contractual restriction. The Pledged Collateral is, as of the date hereof, and shall be at all times hereafter during the term of this Agreement, freely transferable without restriction or limitation (except as limited by the terms of this Agreement).

(b)           The Pledge Collateral described in Annex A hereto constitutes a portion of all of the issued and outstanding securities, membership interests and investment property legally and beneficially owned by the Pledgor on the date hereof in or relating to the Pledgor.

13.4         Power and Authority. The Pledgor has the full right, power and authority to execute, deliver and perform this Agreement and to pledge and collaterally assign all of the Collateral pursuant to this Agreement. The Pledgor has executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Pledgor, enforceable against the Pledgor in accordance with the terms herein, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws affecting the enforceability of agreements and by general principles of equity.

13.5         No Violation. Neither the execution, delivery or performance by the Pledgor of this Agreement, nor compliance with the terms and provisions hereof by the Pledgor nor the consummation of the transactions contemplated hereby will conflict or be inconsistent with or result in any breach of, its certificate of incorporation or bylaws or any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement or other instrument to which Pledgor is a party (including, without limitation, any shareholder agreement with IRC).

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13.6         Litigation, There are no actions, suits or proceedings pending or threatened against or involving Pledgor before any court with respect to any of the transactions contemplated by this Agreement or the ability of the Pledgor to perform any of the obligations of the Pledgor hereunder.

13.7         State of Incorporation. The Pledgor’s state of incorporation is Nevada. The Pledgor’s organizational identification number issued by the Nevada Secretary of State is C34685-2004-001.

13.8         Copies of Loan Agreement. The Pledgor has received and reviewed true and complete, fully-executed copies of the Loan Agreement and any and all other Financing Agreements requested to be received by the Pledgor.

13.9         Certified Stock. To the extent the Pledged Collateral is evidenced by certificates, all of such certificates have been delivered to the Pledgee on the date hereof.

13.10       Miscellaneous. There are no outstanding options, warrants or other rights to subscribe for or purchase all or any portion of the Pledged Collateral, nor any notes, bonds, debentures or other evidences of indebtedness that (1) are at any time convertible into the Pledged Collateral, or (2) have or at any time would have voting rights with respect to the Pledged Collateral.

14.           COVENANTS OF THE PLEDGOR. Pledgor covenants and agrees with the Pledgee that on and after the date hereof and until all of the Secured Obligations shall have been indefeasibly paid in full:

14.1         Collateral, (a) The Pledgor will defend the Pledgee’s right, title and security interest in and to the Collateral against the claims and demands of all Persons whomsoever; (b) the Pledgor will have good and marketable title to and right to pledge any other property at any time hereinafter constituting Collateral and will likewise defend the right thereto and security interest therein of the Pledgee; and (c) Pledgor will not without the advance written consent of the Pledgee, with respect to any Collateral, enter into any shareholder type agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any other similar agreements or instruments.

14.2         Compliance with Laws. The Pledgor will comply in all material respects with all requirements of law applicable to the Collateral or any part thereof.

14.3         Payment of Obligations. The Pledgor will pay promptly when due all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of any income or profits therefrom, as well as all claims of any kind against or with respect to the Collateral.

14.4         No Impairment. The Pledgor will not take or permit to be taken any action which could impair the Pledgee’s rights in the Collateral. The Pledgor will not create, incur or permit to exist, will defend the Collateral against and will take such other action as is necessary to remove, any lien or claim on or to the Collateral, other than the liens created hereby, and will defend the

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right, title and interest of the Pledgee in and to any of the Collateral against the claims and demands of all Persons whomsoever.

14.5         Performance by Pledgee of Pledgor’s Obligations; Reimbursement. If the Pledgor fails to perform or comply with any of the agreements contained herein, the Pledgee may, without notice to or consent by the Pledgor, perform or comply or cause performance or compliance therewith, and the expenses of the Pledgee incurred in connection with such performance or compliance shall be payable by the Pledgor to the Pledgee on demand, and such reimbursement obligation shall be secured hereby; provided, however, the Pledgee shall not be under any obligation to taken any such action.

14.6         Further Identification of Pledged Collateral. The Pledgor will furnish to the Pledgee from time to time such reports in connection with the Pledged Collateral as the Pledgee may reasonably request from time to time.

14.7         Continuous Perfection. The Pledgor will not change the Pledgor’s name, in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of any applicable provision of Article 9 of the UCC) unless the Pledgor shall have given the Pledgee at least fifteen (15) days prior written notice thereof and shall have taken all action necessary or reasonably requested by the Pledgee to amend such financing statement or continuation statement so that it is not seriously misleading. The Pledgor will not change the Pledgor’s residence or principal place of business and chief executive office, as applicable, unless the Pledgor shall have given the Pledgee at least fifteen (15) days prior written notice thereof and shall have taken such action as is necessary to cause the security interest of the Pledgee in the Pledged Collateral to continue to be perfected.

14.8         Stay or Extension Laws. The Pledgor will not at any time claim, take, insist upon or invoke the benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Pledged Collateral prior to any sale or sales thereof to be made pursuant to the provisions hereof or pursuant to the decree, judgment, or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by an state to redeem the property so sold or any part thereof, and, to the extent permitted by applicable law, the Pledgor hereby expressly waives, on behalf of the Pledgor and each and every Person claiming by, tlirough and under the Pledgor, all benefit and advantage of any such law or laws, and covenants that the Pledgor will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power, right or remedy herein or hereby granted and delegated to the Pledgee, but will authorize, allow and permit the execution of every such power, right or remedy as though no such law or lass had been made or enacted.

14.9         Pledgor’s Records. The Pledgor shall cause IRC to make a notation on the records of IRC indicating the interest granted hereby in favor of the Pledgee and such notation shall be substantially in the form attached as Exhibit B hereto.

14.10       Governing Documents. The Pledgor will not (a) suffer or permit any amendment or modification of its certificate of incoiporation or bylaws (collectively, the “Governing Documents”) without the prior written consent of the Pledgee which would be reasonably likely

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to adversely affect the Pledgee’s rights in the Collateral, or (b) waive, release, or compromise any material rights or material claims the Pledgor may have against any other party which arises under any of the Governing Documents, if any.

14.11       Miscellaneous. The Pledgor shall not file or authorize or authenticate or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which the Pledgee is not named as the sole secured party.

15.           PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. The obligations of the Pledgor under this Agreement shall be absolute and unconditional in accordance with its terms and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Agreement or any other Financing Agreement, or any of the other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of the Loan Agreement, or any other Financing Agreement, or any other documents, instruments or agreement referred to therein or any assignment or transfer of any thereof; (c) any furnishing of any additional security or collateral to the Pledgee or its assignees or any acceptance thereof or any release of any security by the Pledgee or its assignees; (d) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in party, of any such instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgor, as applicable, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the Pledgor shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any other collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Secured Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor.

16.           NOTICES, ETC. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in the form and manner specified in the Loan Agreement.

17.           POWER OF ATTORNEY. Pledgor hereby absolutely and irrevocably constitutes and appoints the Pledgee as Pledgor’s true and lawful agent and attorney-in-fact with full power of substitution, in the name of Pledgor solely upon the occurrence and during the continuance of an Event of Default: (a) to execute and do all such assurances, acts and things which the Pledgor ought to do but has failed to do under the covenants and provisions contained in this Agreement; (b) to take any and all such action as the Pledgee or any of its sub-agents, nominees or attorneys may, in its or their sole and absolute discretion, reasonably determine as necessary or advisable

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for the purpose of maintaining preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Pledgee under this Agreement; and (c) generally, in the name of the Pledgor, exercise all or any of the powers, authorities, and discretions conferred on or reserved to the Pledgee by or pursuant to this Agreement, and (without prejudice to the generality of any of the foregoing) to deliver or otherwise perfect any deed, assurance, agreement, instrument or act as the Pledgee may deem proper in or for the purpose of exercising any of such powers, authorities or discretions. Pledgor hereby ratifies and confirms, and hereby agrees to ratify and confirm, whatever lawful acts the Pledgee or any of the Pledgee’s sub-agents or attorneys shall do or purport to do in the exercise of the power of attorney granted to the Pledgee pursuant to this Section, which power of attorney, being coupled with an interest and given for security, is irrevocable.

18.           MISCELLANEOUS. The Pledgor agrees with the Pledgee that each of the obligations and liabilities of the Pledgor to the Pledgee under this Agreement may be enforced against the Pledgor without the necessity of joining any other Person as a party. This Agreement shall create a continuing security interest in the Collateral and shall be binding upon the successors and assigns of the Pledgor, as applicable, and shall inure to the benefit of and be enforceable by the Pledgee and its successors and assigns; provided, however, the Pledgor may not assign any of its obligations or liabilities hereunder without the prior written consent of the Pledgee. Unless otherwise defined herein, terms defined in the UCC as in effect in the State of Illinois are used herein as therein defined. The headings in this Agreement are for convenience of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. A signature delivered or sent by facsimile or other electronic transmission shall be as legally binding and enforceable as a signed original. If any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. The Pledgor shall have no rights of subrogation as to any of the Pledged Collateral until full and complete performance and payment of the Secured Obligations.

19.           TERMINATION; RECOVERY CLAIM.

(a)           This Agreement shall terminate after the Secured Obligations are indefeasibly paid in full and the Loan Agreement is terminated in accordance with its terms. Upon the termination of this Agreement, the Pledgee, at the request of the Pledgor and at the expense of the Pledgor, will promptly execute and deliver to the Pledgor the proper instruments acknowledging the termination of this Agreement and will duly assign, transfer and deliver to the Pledgor or to whomsoever shall be lawfully entitled to receive the same (without recourse and without any representation or warranty of any kind) such of the Collateral as may be in the possession of the Pledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement.

(b)           Should a claim (“Recovery Claim”) be made upon the Pledgee at any time for recovery of any amount received by the Pledgee in payment of the Secured Obligations (whether received from Pledgor or otherwise) and should the Pledgee repay all or part of said amount by

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reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Pledgee or any of its property; or (b) any settlement or compromise of any such Recovery Claim effected by the Pledgee with the claimant (including, without limitation, Pledgor), this Agreement and the security interests granted to the Pledgee hereunder shall continue in full force and effect with respect to the amount so repaid to the same extent as if such amount had never originally been received by the Pledgee, notwithstanding any prior termination of this Agreement, the return of this Agreement to the Pledgor, or the cancellation of any note or other instrument evidencing the Secured Obligations.

20.           AMENDMENTS: MARSHALLING; LIMITATION OF LIABILITY. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Pledgor and the Pledgee. The Pledgee shall be under no obligation to marshal any assets or collateral in favor of the Pledgor or any other Person or against or in payment of any or all of the Secured Obligations. No claim may be made by Pledgor or any other Person against the Pledgee or its officers, employees, Affiliates, directors, shareholders, attorneys or agents of any of them for any special, indirect, punitive or consequential damages in respect of any claim for breach of contract or any other theory of liability (other than gross negligence or willful misconduct as finally determined by a court of competent jurisdiction) arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and Pledgor hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

21.           DUTY OF PLEDGEE. The Pledgee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Pledgee deals with similar property for its own account. Neither the Pledgee nor any of its officers, directors, employees or agents shall be liable for any failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Pledgee hereunder are solely to protect the interests of the Pledgee in the Collateral and shall not impose any duty upon the Pledgee to exercise any such powers. The Pledgee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder.

22.           REVIEW OF AGREEMENT BY PLEDGOR. The Pledgor acknowledges that Pledgor has thoroughly read and reviewed the terms and provisions of this Agreement, and that such terms and provisions are clearly understood by the Pledgor, and has been fully and unconditionally consented to by the Pledgor with the full benefit and advice of counsel chosen by the Pledgor, and that the Pledgor has freely and voluntarily signed this Agreement without duress. The Pledgee does not have any fiduciary relationship with or duty to the Pledgor arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Pledgor, on the one hand, and the Pledgee, on the other hand, in

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connection herewith or therewith is solely that of debtor and creditor; and no joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby among the Pledgor and the Pledgee.

23.           GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a)           THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS AND THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS AND OBLIGATION OF PARTIES HEREUNDER, SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW OR CHOICE OF LAW PRINCIPLES.

(b)           THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH OR RELATED TO THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN COOK COUNTY, STATE OF ILLINOIS. THE PLEDGOR WAIVES ANY RIGHT PLEDGOR MAY HAVE TO ASSERT THE DOCTRINE OR FORUM NON CONVENIENS OR TO OBJECT TO SUCH VENUE AND HEREBY CONSENTS TO ANY COURT ORDERED RELIEF. NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF THE PLEDGEE TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE PLEDGEE TO BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR OR PLEDGOR’S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

24.          WAIVER OF TRIAL BY JURY. THE PLEDGOR AND THE PLEDGEE EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO TRIAL BY JURY OF ALL DISPUTES BETWEEN THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO OR ARISE OUT OF THIS AGREEMENT OR TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PLEDGOR AND THE PLEDGEE EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PLEDGOR AND THE PLEDGEE FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be executed and delivered as of the date first above written.

PLEDGOR:
INLAND INVESTMENT STOCK HOLDING CORPORATION
By:	/s/ Catherine L. Lynch
Name:	Catherine L. Lynch
Its:	Treasurer

PLEDGEE:

JPMORGAN CHASE BANK, N.A.

By:

Name:

Its:

EX-7.9

Exhibit 7.9

REVOLVING LOAN AGREEMENT

This REVOLVING LOAN AGREEMENT (this “Agreement”), dated as of October 31, 2008, is by and between INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., a national banking association (together with its successors and assigns, the “Lender”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lender provide the Borrower with certain revolving loans; and

WHEREAS, the Lender is willing to make such loans to the Borrower, upon the terms and provisions and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and of any loans or other financial accommodations now or hereafter made to or for the benefit of the Borrower by the Lender, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto (intending to be legally bound) hereby agree as follows:

1.             DEFINITIONS.

1.1           General Terms. When used herein, the following terms shall have the following meanings:

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including, without limitation, all stockholders, members, directors, partners, managers, and officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Revolving Loan Agreement as the same may be modified, supplemented or amended from time to time.

“Blocked Persons List” shall have the meaning ascribed to such term in Section 5.18 hereof.

“Borrower-Lender Dispute” shall have the meaning ascribed to such term in Section 9.2(b) hereof.

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“Borrowing” means a portion or portions of the Loan of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Borrowings, as to which a single Interest Period is in effect.

“Borrowing Base” means, as of any date of determination (which determination shall be made on a weekly basis), an amount up to sixty-five percent (65%) of the Value of the Pledged Collateral as set forth in the Borrowing Base Certificate then most recently delivered by the Borrower to the Lender.

“Borrowing Base Certificate” shall have the meaning ascribed to such term in Section 4.1(a) hereof.

“Business Day” means (a) with respect to any borrowing, payment or rate selection of Eurodollar Borrowings, a day other than Saturday or Sunday on which banks are open for business in Chicago, Illinois and on which dealings in United States dollars are carried on in the London interbank market, and (b) for all other purposes, a day other than Saturday or Sunday on which banks are open for business in Chicago, Illinois.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender (or by any applicable lending office of such Lender) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Closing Date” means the date hereof.

“Commitment Fee” shall have the meaning ascribed to such term in Section 2.13 hereof.

“Compliance Certificate” shall have the meaning ascribed to such term in Section 6.1(c) hereof.

“Credit Termination Date” means the earlier of (i) the Stated Maturity Date, (ii) such other date on which the Revolving Loan Commitment shall terminate pursuant to Section 8.2 hereof, or (iii) such other date as is mutually agreed in writing between the Borrower and the Lender.

“Default” means an event, circumstance or condition which through the passage of time or the service of notice or both would (assuming such event has not been cured within any applicable grace or cure period, if any) mature into an Event of Default.

“Duly Authorized Officer” means the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, any Vice-President, the Treasurer (if at any time applicable), and the Secretary of the Borrower (or a Guarantor, as applicable).

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“Environmental Laws” means all federal, state and local laws, statutes, rules, regulations, ordinances, programs, permits, guidances, orders and consent decrees relating to health, safety and environmental matters applicable to the Borrower and its business, assets and property, including, without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seg., as amended; CERCLA; the Toxic Substance Act, 15 U.S.C. § 2601 et sea., as amended; the Clean Water Act, 33 U.S.C. § 466 et seg., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; state and federal superlien and environmental cleanup programs; and U. S. Department of Transportation regulations.

“Environmental Notice” means any summons, citation, directive, information request, notice of potential responsibility, notice of violation or deficiency, order, claim, complaint, investigation, proceeding, judgment, letters or other communication, written or oral to the Borrower or any officer thereof, actual or threatened, from the United States Environmental Protection Agency or other federal, state or local agency or authority, or any other entity or individual, public or private, concerning any intentional or unintentional act or omission which involves Management of Hazardous Substances on or off the property of the Borrower which could result in the Borrower incurring a material liability or which could have a Material Adverse Effect, or the imposition of any Lien on property, or any alleged violation of or responsibility under Environmental Laws which could result in the Borrower incurring a material liability or which could have a Material Adverse Effect, and, after due inquiry and investigation, any knowledge of any facts which could give rise to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, together with the regulations thereunder.

“ERISA Affiliate” means any corporation, trade or business, which together with the Borrower would be treated as a single employer under Section 4001 of ERISA.

“Eurodollar” when used in reference to any Borrowing, refers to whether such Borrowing is bearing interest at the Fixed Rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” shall have the meaning ascribed to such term in Section 8.1 hereof

“Financing Agreements” means any and all agreements, instruments, certificates and documents, including, without limitation, security agreements, loan agreements, pledges, guarantees, financing statements and all other written matter (including, without limitation, the Revolving Credit Note, the Pledge Agreement, the Guarantees and the Regulation U Form), and any Swap Agreement at any time applicable, in each case evidencing, securing or relating to the Loans and the Liabilities, whether heretofore, now, or hereafter executed by or on behalf of the Borrower, the Pledgor, any Guarantor, any Affiliate, or any other Person, and delivered to or in favor of the Lender, together with all agreements and documents referred to therein or contemplated thereby, as each may be amended, modified or supplemented from time to time.

“Fiscal Quarter” means the three (3) month period ending on March 31, June 30, September 30 and December 31 of each calendar year.

“Fiscal Year” means the twelve (12) month period commencing on January 1 and ending on December 31 of each calendar year.

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“Fixed Rate” means, with respect to a Eurodollar Borrowing for the relevant Interest Period, the sum of (a) the applicable Adjusted LIBO Rate plus (b) 2.25% per annum.

“Floating Rate” means, for any day, a per annum rate of interest equal to the sum of (a) the Prime Rate plus (b) 2.0% per annum.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) that are applicable to the circumstances as of the date of determination.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantees” means, collectively, that certain (i) Guaranty of even date herewith made by Inland Real Estate Exchange Corporation, a Delaware corporation (“IREX”) in favor of the Lender, (ii) Guaranty of even date herewith made by Inland Securities Corporation, a Delaware corporation (“Inland Securities”) in favor of the Lender (iii) Guaranty of even date herewith made by Inland American Business Manager and Advisor Inc., an Illinois corporation (“American Business Manager”) in favor of the Lender, (iv) Guaranty of even date herewith made by Inland Investment Advisors, Inc., an Illinois corporation (“Investment Advisor”) in favor of the Lender, (v) Guaranty of even date herewith made by Partnership Ownership Corporation, an Illinois corporation (“Partnership Ownership”) in favor of the Lender, (vi) Guaranty of even date herewith made by ) Inland Investment Stock Holding Corporation, a Nevada corporation (“Investment Stock Holding”) in favor of the Lender and (vii) Guaranty of even date herewith made by Inland Partnership Property Sales Corporation, an Illinois corporation (“Partnership Property Sales”) in favor of the Lender, as each of the foregoing in clauses (i) through (vii) may be amended, restated, supplemented or otherwise modified from time to time.

“Guarantors” means, collectively, (i) IREX, (ii) Inland Securities, (iii) American Business Manager, (iv) Investment Advisor, (v) Partnership Ownership, (vi) Investment Stock Holding, and (vii) Partnership Property Sales.

“Hazardous Substances” means hazardous substances, materials, wastes, and waste constituents and reaction by-products, pesticides, oil and other petroleum products, and toxic substances, including, without limitation, asbestos and PCBs, as those terms are defined pursuant to Environmental Laws.

“Indebtedness” with respect to Borrower means, as of the date of determination thereof, (a) all of Borrower’s indebtedness for borrowed money (including, without limitation, the Liabilities), (b) all indebtedness of Borrower secured by any Lien with respect to any property or asset owned or held by Borrower, regardless whether the indebtedness secured thereby shall have

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been assumed by Borrower or Borrower has become liable for the payment thereof, (c) all obligations or liabilities created or arising under any lease of real or personal property, or conditional sale or other title retention agreement with respect to property used and/or acquired by Borrower even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession of such property, (d) all unfunded pension fund obligations and liabilities and deferred taxes, (e) all obligations of Borrower evidenced by bonds, debentures, notes or similar instruments, (f) all obligations in respect of letters of credit, whether or not drawn, and bankers’ acceptances issued for the account of Borrower, (g) all other indebtedness, liabilities and obligations of Borrower, now or hereafter owing, due or payable, however evidenced, created, incurred or owing and however arising, due or owing to Borrower or otherwise which under GAAP should be reflected on a balance sheet.

“Indemnified Parties” shall have the meaning ascribed to such term in Section 9.15 hereof.

“Information Request” shall have the meaning ascribed to such term in Section 9,19 hereof.

“Intangible Assets” means all intangible assets under GAAP or such other accounting principles as are satisfactory to Bank, provided, that franchises; goodwill; licenses; loan origination fees; non-competition covenants; organization or formation expenses; patents; shares of capital stock; service marks; service names; trademarks; tradenames; writ-up in the book value of any asset in excess of the acquisition cost of such asset; any amount, however, designated on the balance sheet, representing the excess of the purchase price paid for assets or stock acquired over the value assigned thereto on the books of the Borrower; unamortized debt discount; deferred discount; computer software; and research and development costs and expenses.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.7.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three months thereafter, as the Borrower may elect, provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Borrowing initially shall be the date on which such Eurodollar Borrowing is made and, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Payment Date” means the 5th day of each month.

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“Leverage Ratio” means the ratio of (i) Indebtedness of the Borrower to (ii) Tangible Net Worth of the Borrower.

“Liabilities” means any and all of the Borrower’s liabilities, obligations and Indebtedness to the Lender of any and every kind and nature, whether heretofore, now or hereafter owing, arising, due or payable and howsoever evidenced, created, incurred, acquired, or owing, whether primary, secondary, direct, indirect, contingent, absolute, fixed or otherwise (including, without limitation, payments of or for principal, interest, default interest, reimbursement obligations, fees, costs, expenses, and/or indemnification, and obligations of performance, and any interest that accrues after commencement of any insolvency or bankruptcy proceeding regardless of whether allowed or allowable in whole or in part as a claim in any such insolvency or bankruptcy proceeding) arising or existing under this Agreement (whether relating to the Revolving Loans, the Unused Line Fee, or otherwise) or the Financing Agreements to which the Borrower is a party (including, without limitation, any Swap Agreement), and any refinancings, substitutions, extensions, renewals, replacements and modifications for or of any or all of the foregoing. The term Liabilities shall not include any liabilities or obligations arising from the Lender’s loss of any stock certificates evidencing all or any portion of the Pledge Collateral.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of Telerate (the equivalent of Reuters Screen LIBOR01 Page) (or on any successor or substitute page thereof, or any successor to or substitute for such page, providing rate quotations comparable to those currently provided on such page, as determined by the Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Lender in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

“Lien” means any lien, security interest, mortgage, pledge, hypothecation, collateral assignment, or other charge, encumbrance or preferential arrangement, including, without limitation, the retained security title of a conditional vendor or lessor.

“Liquidity” means, with respect to the Borrower cash on hand, cash equivalents, and marketable securities

“Loan Account” shall have the meaning ascribed to such term in Section 2.4 hereof.

“Loan” means any loan made by the Lender to the Borrower pursuant to this Agreement (including, without limitation, any Revolving Loan).

“Manage” or “Management” means to generate, handle, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate,

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accumulate speculatively, transport, transfer, dispose of, release, threaten to release or abandon Hazardous Substances.

“Material Adverse Change” or “Material Adverse Effect” means any change, event, action, condition or effect which, individually or in the aggregate, that (a) impairs the legality, validity or enforceability of this Agreement or any Financing Agreement, (b) impairs the fully perfected first priority status of the Liens granted under the Pledge Agreement in favor of the Lender, (c) materially and adversely affects the business, assets, operations, performance, or condition (financial or otherwise) of the Borrower, or the ability of the Borrower to repay or perform the Liabilities when due or declared due and perform the Borrower’s obligations under this Agreement and the Financing Agreements to which it is a party, or (d) creates a material adverse effect on the rights or remedies of the Lender under this Agreement or under any other material Financing Agreement.

“Maximum Revolving Facility” means, at any time, an amount equal to Twenty Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000.00).

“Multiemployer Plan” shall have the meaning ascribed to such term in Section 5.15 hereof.

“Patriot Act” shall have the meaning ascribed to such term in Section 9.21 hereof.

“PBGC” shall have the meaning ascribed to such term in Section 5.15 hereof.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, limited liability company, unincorporated organization, association, corporation, institution, entity, party, or government (whether national, federal, state, provincial, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

“Plan” shall have the meaning ascribed to such term in Section 5.15 hereof.

“Pledge Agreement” means that certain Pledge Agreement of even date herewith made by Pledgor in favor of the Lender, in form and substance reasonable satisfactory to the Lender, as the same may be modified, supplemented or amended from time to time.

“Pledged Collateral” means those 2,909,090 shares of common stock of Inland Real Estate Corporation, a Maryland corporation (“IRC”) owned by Borrower as to which the Lender has a first priority perfected Lien under the Pledge Agreement.

“Pledgor” means Inland Investment Stock Holding Corporation, a Nevada corporation.

“Prepayment Date” means such date that (i) the Borrower indefeasibly prepays in full in cash all of the Liabilities as provided hereunder, (ii) this Agreement and each other Financing Agreement is irrevocably terminated and (iii) the Borrower does not have any further right to obtain any loans, letters of credit or other extensions of credit under this Agreement or any other Financing Agreement.

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“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. The Prime Rate is a reference rate and is not necessarily the lowest rate.

“Prohibited Transaction” shall have the meaning ascribed to such term in ERISA.

“Property” means any and all real property owned, leased, sub-leased or used at any time by Borrower.

“Regulation U Form” means that certain Regulation U Form of even date herewith made by Borrower in favor of Lender.

“Release” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Substances into the environment, as “environment” is defined in CERCLA.

“Respond” or “Response” means any action taken pursuant to Environmental Laws to correct, remove, remediate, cleanup, prevent, mitigate, monitor, evaluate, investigate or assess the Release of a Hazardous Substance.

“Revolving Credit Note” shall have the meaning ascribed to such term in Section 2.1 hereof.

“Revolving Loan Commitment” shall have the meaning ascribed to such term in Section 2.1 hereof.

“Revolving Loans” shall have the meaning ascribed to such term in Section 2.1 hereof.

“Securitization” shall have the meaning ascribed to such term in Section 9.20 hereof.

“Stated Maturity Date” means October 31, 2009.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which the Lender is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Borrowings shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or

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more rates, currencies, commodities, equity or debt instruments or securities or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Tangible Net Worth” means (i) the sum of all capital accounts (including, without limitation, any paid-in capital, capital surplus, and retained earnings), minus (ii) the sum of the value of all Intangible Assets.

“Tax Code” shall have the meaning ascribed to such term in Section 5.15 hereof.

“Taxes” shall have the meaning ascribed to such term in Section 3.3 hereof.

“Type” when used in reference to any Borrowing, refers to whether the rate of interest on such Borrowing is determined by reference to the Fixed Rate or the Floating Rate.

“Unused Line Fee” means an amount equal to one-quarter of one percent (0.25%) per annum times the amount by which 90% of the Revolving Loan Commitment exceeds the average monthly balance of the aggregate outstanding principal amount of the Revolving Loans.

“Value” means the 30-day average closing trading price of the Pledged Collateral.

“Voidable Transfer” shall have the meaning ascribed to such term in Section 9.8 hereof.

1.2           Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given to such terms in accordance with GAAP. If changes in GAAP shall be mandated by the Financial Accounting Standards Board or shall be recommended by the Borrower’s certified public accountants, and such changes would materially modify the interpretation or computation of the financial covenants set forth in Section 7.3 hereof at the time of execution hereof, then in such event such changes shall not be followed in calculating such financial covenants.

1.3           Other Interpretive Provisions.

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa.

(b)           Section and Schedule references are to this Agreement unless otherwise specified. The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c)           The term “including” is not limiting, and means “including, without limitation”.

(d)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

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(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Financing Agreements) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of this Agreement or any Financing Agreement, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

2.REVOLVING LOAN COMMITMENT; INTEREST; FEES.

2.1Revolving Loans. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, the Lender agrees to make revolving loans (such loans collectively called “Revolving Loans” and individually called a “Revolving Loan”) to the Borrower from time to time on and after the Closing Date and prior to the Credit Termination Date, so long as the aggregate amount of such advances outstanding at any time to the Borrower do not exceed the lesser of: (i) the Maximum Revolving Facility; and (ii) the Borrowing Base at such time. The Borrower shall have the right to repay and reborrow any of the Revolving Loans without premium or penalty (subject to Article 3 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the date of any reborrowing (any such date herein called a “Reborrowing Date”) all of the conditions to borrowing set forth in Section 4.1 of this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects as of such Reborrowing Date. The Lender’s commitment to make Revolving Loans is hereinafter called the “Revolving Loan Commitment.”

(b)Each advance to the Borrower under this Section 2.1 shall be in integral multiples of $100,000 and shall, on the day of such advance, be deposited, in immediately available funds in such account as the Borrower may, from time to time, designate in writing with the Lender’s approval (which approval shall not be unreasonably withheld).

(c)The Revolving Loans shall be evidenced by a promissory note (hereinafter, as the same may be amended, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Revolving Credit Note”), duly executed and delivered by the Borrower, in form and substance reasonably satisfactory to the Lender, with appropriate insertions, dated the Closing Date, payable to the order of the Lender in the principal amount equal to the Maximum Revolving Facility. THE PROVISIONS OF THE REVOLVING CREDIT NOTE NOTWITHSTANDING, THE REVOLVING LOANS THEN OUTSTANDING SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIEST TO OCCUR OF (X) STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 8.2 HEREOF; AND (Z) TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

(d)Accrued interest on the Revolving Loans shall be due and payable and shall be made by the Borrower to the Lender in accordance with Section 2.6 hereof. Monthly interest payments on the Revolving Loans shall be computed using the interest rate then in effect

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and based on the outstanding principal balance of the Revolving Loans. Upon maturity, the outstanding principal balance of the Revolving Loans shall be immediately due and payable, together with any remaining accrued interest thereon.

2.2Reduction of Revolving Loan Commitment by the Borrower. The Borrower may from time to time on at least five (5) Business Days’ prior written notice to the Lender permanently reduce the amount of the Revolving Loan Commitment but only upon first repaying the amount, if any, by which the aggregate unpaid principal amount of the Revolving Credit Note exceeds the then reduced amount of the Revolving Loan Commitment.

2.3Principal Balance of Liabilities Not to Exceed the Maximum Revolving Facility. The sum of the aggregate outstanding principal balance of the Borrowings to the Borrower made under this Agreement shall not, at any time, exceed the lesser of (i) the Maximum Revolving Facility, and (ii) the Borrowing Base. The Borrower agrees that if at any time any such excess shall arise, the Borrower shall, within one (1) Business Day after receiving prior written notice, immediately pay to the Lender such amount as may be necessary to eliminate such excess, and the failure to immediately do so shall constitute an Event of Default under Section 8.1(a) hereof.

2.4The Borrower’s Loan Account. The Lender shall maintain a loan account (the “Loan Account”‘) on its books for the Borrower in which shall be recorded (a) all Borrowings made by the Lender to the Borrower pursuant to this Agreement, (b) all payments made by the Borrower on all such Borrowings, and (c) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. All entries in the Loan Account shall be made in accordance with the Lender’s customary accounting practices as in effect from time to time. The Borrower promises to pay the amount reflected as owing by Borrower under its Loan Account and all of its other obligations hereunder as such amounts become due or are declared due pursuant to the terms of this Agreement. Notwithstanding the foregoing, the failure so to record any such amount or any error in so recording any such amount shall not limit or otherwise affect the Borrower’s obligations under this Agreement or under the Revolving Credit Note to repay the outstanding principal amount of the Borrowings together with all interest accruing thereon.

2.5Statements. All Borrowings to the Borrower, and all other debits and credits provided for in this Agreement, shall be evidenced by entries made by the Lender in its internal data control systems showing the date, amount and reason for each such debit or credit. Until such time as the Lender shall have rendered to the Borrower written statements of account as provided herein, the balance in the Loan Account, as set forth on the Lender’s most recent computer printout, shall be refutable presumptive evidence of the amounts due and owing the Lender by the Borrower. From time to time the Lender shall render to the Borrower a statement setting forth the balance of the Loan Account, including principal, interest, expenses and fees. Each such statement shall be subject to subsequent adjustment by the Lender but shall, absent manifest errors or omissions, be presumed correct and binding upon the Borrower.

2.6Interest.

(a)Floating Rate.  Each Floating Rate Borrowing shall bear interest at the Floating Rate.

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(b)Eurodollar Rate. Each Eurodollar Borrowing shall bear interest at the Fixed Rate for the Interest Period in effect for such Borrowing.

(c)Default Rate. Notwithstanding the foregoing, if any principal of or interest on any Advance or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum (the “Default Rate”) equal to (i) in the case of overdue principal of any Borrowing, 5% per annum plus the rate otherwise applicable to such Borrowing as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 5% per annum plus the rate applicable to Floating Rate Borrowing as provided in Section 2.6(a) (with respect to clause (ii) only, such additional 5% shall not begin to accrue until the Lender has delivered to the Borrower written notice of such overdue amount).

(d)Late Fee. If any payment is not received by the Lender within ten (10) days after its due date (whether as stated, by acceleration or otherwise), Lender may assess and the Borrower agrees to pay a late fee equal to the lesser of 5% of the past due amount or $1,500.00. Borrower shall pay the late payment charge upon demand by Lender or, if billed, within the time specified.

(e)Interest Payments. Accrued interest on each Borrowing shall be payable in arrears on each Interest Payment Date for such Borrowing and upon maturity of the Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Borrowing (other than a prepayment of a Floating Rate Borrowing), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Borrowing prior to the end of the current Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(f)Computation of Interest. All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate or Adjusted LIBO Rate shall be determined by the Lender and such determination shall be conclusive absent manifest error,

2.7Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)the Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b)the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining the Borrowing for such Interest Period;

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then the Lender shall give notice thereof to the Borrower by telephone or telecopy as promptly as practicable thereafter and, until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) any request for a new Eurodollar Borrowing shall be made as a Floating Rate Borrowing.

2.8Method for Making Payments. All payments that the Borrower is required to make to the Lender under this Agreement or under any of the other Financing Agreements shall be made in immediately available funds not later than 2:00 p.m. (Chicago time) on the date of payment at the Lender’s office at 210 North Central Avenue, 14Ul Floor, Phoenix, Arizona 85004-0073, or at such other place as the Lender directs in writing from time to time.

2.9Term of this Agreement. The Borrower shall have the right to terminate this Agreement prior to the Stated Maturity Date for any reason (including, without limitation, any change in circumstances contemplated by Section 3 hereof) following prepayment of all of the Liabilities as provided hereunder; provided, however, that all of the Lender’s rights and remedies under this Agreement and under any of the other Financing Agreements, shall survive such termination until (a) all of the Liabilities under this Agreement and the other Financing Agreements have been indefeasibly paid in full and (b) the Borrower does not have any further right to obtain any loans, letters of credit or other extensions of credit under this Agreement or any other Financing Agreement. In addition, the Liabilities may be accelerated as set forth in Section 8.2 hereof. Upon the effective date of termination, all of the Liabilities shall become immediately due and payable without notice or demand. For the avoidance of doubt, if after the Prepayment Date there is a Change in Law that (x) is retroactively applied and (y) gives rise to increased costs or reductions contemplated by Section 3.1 hereof, then the Borrower shall not be required to compensate the Lender for such additional costs incurred or reductions suffered if and to the extent such additional costs incurred or reductions suffered are not included in the Liabilities prior to the Prepayment Date.

2.10Limitation on Charges. It being the intent of the parties that the rate of interest and all other charges to the Borrower be lawful, if for any reason the payment of a portion of the interest or other charges otherwise required to be paid under this Agreement would exceed the limit which the Lender may lawfully charge the Borrower, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amounts in excess of such limit shall have been paid, then such amounts shall at the sole option of the Lender either be refunded to the Borrower or credited to the principal amount of the Liabilities (or any combination of the foregoing) so that under no circumstances shall the interest or other charges required to be paid by the Borrower hereunder exceed the maximum rate allowed by applicable law, and Borrower shall not have any action against Lender for any damages arising out of the payment or collection of any such excess interest.

2.11Requests for Borrowings.

(a)Each Borrowing shall be requested and made substantially in the form of the borrowing request attached hereto as Exhibit A. The Borrower acknowledges that Section 2.1 only provides the method for the making of Borrowings and does not set forth the method for the

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selection of Interest Rates as applicable to any Borrowing. Accordingly, in addition to the requirements of Section 2.1, in order to select the applicable Interest Rate from time to time the Borrower shall comply with this Section 2.11,

(b)Each Borrowing initially shall be a Floating Rate Borrowing unless Borrower has elected a Fixed Rate as provided herein. The Borrower may elect to convert a Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, and each such portion shall be considered a separate Borrowing.

(c)To make an election pursuant to this Section, the Borrower shall notify the Lender of such election by telephone or electronic transmission (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of a Floating Rate Borrowing, not later than 1:00 p.m., Chicago time, one (1) Business Day before the date of the proposed Borrowing. Each such telephonic or electronically transmitted Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Lender of a written Interest Election Request in a form approved by the Lender and signed by the Borrower.

(d)Each telephonic, electronically transmitted and written Interest Election Request shall specify the following information:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be a Floating Rate Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the election is not effective and the Borrowing shall be a Floating Rate Borrowing.

(e)Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding. Each Eurodollar Borrowing shall be in an amount not less than $100,000. No Interest Period may be elected that would end after the Maturity Date.

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(f)If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Floating Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a Floating Rate Borrowing at the end of the Interest Period applicable thereto.

2.12Termination of Revolving Loan Commitment by the Lender. On the date on which the Revolving Loan Commitment terminates pursuant to Section 8.2 hereof, all Loans and other Liabilities shall become immediately due and payable, without presentment, demand or notice of any kind.

2.13Commitment Fee. On the Closing Date, the Borrower shall pay to the Lender a one-time commitment fee in the amount of $55,000 in immediately available funds, which fee shall be nonrefundable and deemed fully earned as of such date (“Commitment Fee”).

2.14Unused Line Fee. The Borrower shall pay to the Lender the Unused Line Fee, which fee shall be nonrefundable and deemed fully earned on the date paid. Such fee shall be payable in arrears, on the 5th day following each Fiscal Quarter commencing on January 5, 2009, and on the Credit Termination Date. For the avoidance of doubt, after the Prepayment Date no Unused Line Fee shall be due and payable other than accrued but unpaid Unused Line Fees included in the Liabilities prior to the Prepayment Date.

2.15Prepayment.

(a)The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b)The Borrower shall notify the Lender by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of a Floating Rate Borrowing, not later than 11:00 a.m., Chicago time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Prepayments shall be accompanied by accrued interest on the amount prepaid, plus any other amounts due under the section on Break Funding Payments, plus, in the case of prepayment of a Eurodollar Borrowing, an administrative fee of $250.

2.16Electronic Notices. Interest Election Requests and notices of prepayments under Section 2.7 and Section 2.15, may be made by electronic communication (including email and internet or intranet websites) pursuant to procedures approved by the Lender.

Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return

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e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the “receipt” by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

Any party hereto may change its address or telecopier number or email address for notices and other communications hereunder by notice to the other parties hereto.

3.CHANGE IN CIRCUMSTANCES.

3.1Increased Costs.

(a)If any Change in Law shall:

(1)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(2)impose on the Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Borrowings made by the Lender;

and the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any Eurodollar Borrowing (or of maintaining its obligation to make any such Borrowing) or to increase the cost or to reduce the amount of any sum received or receivable by the Lender (whether of principal, interest or otherwise), then the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(b)If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to capital adequacy), then from time to time the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(c)A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Lender

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pursuant to this Section for any increased costs or reductions incurred more than two hundred seventy (270) days prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.2Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Borrowing other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Eurodollar Borrowing on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate the Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Borrowing, such loss, cost or expense to the Lender shall be deemed to include an amount determined by the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Borrowing had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Borrowing, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Borrowing), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which the Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other Lenders in the eurodollar market. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

3.3Taxes. All payments by the Borrower under this Agreement shall be made free and clear of, and without deduction for, any present or future income, excise, stamp or other taxes, fees, levies, duties, withholdings or other charges of any nature whatsoever, now or hereafter imposed by any taxing authority, other than franchise taxes and taxes imposed on or measured by the Lender’s net income or receipts (such non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower shall:

(a)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b)promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authority; and

(c)pay to the Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by the Lender will equal the full amount the Lender would have received had no such withholding or deduction been required.

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Moreover, if any Taxes are directly asserted against the Lender with respect to any payment received by the Lender hereunder, the Lender may pay such Taxes and the Borrower agrees to promptly pay such additional amounts (including, without limitation, any penalties, interest or expenses) as is necessary in order that the net amount received by the Lender after the payment of such Taxes (including, without limitation, any Taxes on such additional amount) shall equal the amount the Lender would have received had not such Taxes been asserted.

4.CONDITIONS OF LOANS.

4.1Conditions to all Loans.  Notwithstanding any other term or provision contained in this Agreement, the making of any Loan shall be conditioned upon the following:

(a)The Borrower’s Request. The Borrower shall have complied with Section 2.11 hereof. Each request for a Borrowing shall be accompanied or preceded by all other documents not previously delivered as required to be delivered to the Lender under Section 4.2 hereof, and a fully-completed borrowing base certificate (the “Borrowing Base Certificate”) setting forth the Value of the Pledged Collateral as of such date signed on behalf of Borrower by a Duly Authorized Officer, substantially in the form attached hereto as Exhibit A and otherwise in form and substance reasonably satisfactory to the Lender. The Lender shall have no liability to the Borrower or any other Person as a result of acting on any telephonic request that the Lender believes in good faith to have been made by any Person authorized by Borrower to make a borrowing request.

(b)Financial Condition. No Material Adverse Change shall have occurred at any time or times subsequent to the most recent request for any Borrowing.

(c)No Default. Neither a Default nor an Event of Default shall have occurred and be continuing.

(d)Other Requirements. The Lender shall have received, in form and substance satisfactory to the Lender, all certificates, orders, authorities, consents, affidavits, schedules, instruments, agreements, financing statements, and other documents which are provided for hereunder, or which the Lender may at any time reasonably request.

(e)Representations and Warranties. All of the representations and warranties contained in the Financing Agreements to which the Borrower is a party and in this Agreement shall be true and correct as of the date the Borrowings are requested to be made by the Lender to the Borrower.

4.2Initial Borrowings. The Lender’s obligation to make the initial Revolving Loan hereunder is, in addition to the conditions precedent specified in Section 4.1 hereof, subject to the satisfaction of each of the following conditions precedent:

(a)Fees and Expenses. The Borrower shall have paid all fees owed to the Lender and reimbursed the Lender for all reasonable costs, disbursements and expenses due and payable hereunder on or before the Closing Date, including, without limitation, the Lender’s counsel fees.

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(b)Documents. The Lender shall have received all of the following, each duly executed and delivered and dated the Closing Date, or such earlier date as shall be satisfactory to the Lender, each in form and substance satisfactory to the Lender in its sole determination:

(1)Financing Agreements. This Agreement, the Revolving Credit Note, the Pledge Agreement (together with the original stock certificates and all assignments separate from certificate relating thereto), the Regulation U Form, the Guarantees and such other Financing Agreements as the Lender may require.

(2)Resolutions; Incumbency and Signatures. Copies of resolutions of the Board of Directors of the Borrower authorizing or ratifying the execution, delivery and performance by the Borrower of this Agreement, the Financing Agreements to which the Borrower is a party and any other document provided for herein or therein to be executed by Borrower certified by a Duly Authorized Officer. A certificate of a Duly Authorized Officer certifying the names of the officers of the Borrower authorized to make a borrowing request and sign this Agreement and the Financing Agreements to which the Borrower is a party, together with a sample of the true signature of each such officer; the Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein.

(3)Consents. Certified copies of all documents evidencing any necessary consents and governmental approvals, if any, with respect to this Agreement, the Financing Agreements, and any other documents provided for herein or therein to be executed by Borrower.

(4)Opinions of Counsel. An opinion of Scott & Kraus, LLC, the Illinois legal counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to Lender.

(5)Constitutive Documents. Certified copies of the Borrower’s Certificate of Incorporation, certified by the Delaware Secretary of State as of a recent date, together with a good standing certificate from such Secretary of State and a good standing certificate from the Secretaries of State (or the equivalent thereof) of each other State in which the Borrower is required to be qualified to transact business. A true, correct and complete copy of the Bylaws of the Borrower, certified by a Duly Authorized Officer of such entity, shall also be delivered to the Lender on the Closing Date.

(6)Other. Such other documents, certificates and instruments as the Lender may reasonably request.

(c)Commitment Fee. The Borrower shall have paid the Lender the Commitment Fee.

(d)Sufficient Pledged Collateral. On the Closing Date, all of the Pledged Collateral supporting the Loans shall, as reasonably determined by Lender, be sufficient in Value.

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5.REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants that as of the date of this Agreement, and continuing as long as any Liabilities remain outstanding, and (even if there shall be no such Liabilities outstanding) as long as this Agreement remains in effect:

5.1Existence. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the Slate of Delaware. The Borrower is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction where such qualification is required because of the nature of its activities or properties, except where the failure to so qualify would not cause or create a Material Adverse Change. The Borrower has all requisite corporate power to carry on its business as now being conducted and as proposed to be conducted.

5.2Corporate Authority. The execution and delivery by the Borrower of this Agreement and all of the other Financing Agreements to which Borrower is a party and the performance of its obligations hereunder and thereunder: (i) are within its corporate powers; (ii) are duly authorized by the Board of Directors of the Borrower; and (iii) are not in contravention of the terms of its Certificate of Incorporation, Bylaws, or of an indenture, agreement or undertaking to which it is a party or by which it or any of its property is bound. The execution and delivery by the Borrower of this Agreement and all of the other Financing Agreements to which it is a party and the performance of its obligations hereunder and thereunder: (i) do not require any governmental consent, registration or approval; (ii) do not contravene any contractual or governmental restriction binding upon it; and (iii) will not, except in favor of Lender, result in the imposition of any Lien upon any property of Borrower under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or affected.

5.3Binding Effect. This Agreement and all of the other Financing Agreements to which the Borrower is a party are the legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights and remedies generally.

5.4Financial Data.

(a)All income statements, balance sheets, cash flow statements, and other financial statements which have been or shall hereafter be furnished to the Lender for the purposes of or in connection with this Agreement do and will present fairly in all material respects in accordance with GAAP, consistently applied, the financial condition of the Borrower as of the dates thereof and the results of its operations for the period(s) covered thereby.

(b)Borrower’s balance sheets as of June 30, 2008, and the related statements of the Borrower’s income and retained earnings for the fiscal periods then ended, respectively, copies of which have been furnished to the Lender, fairly present in all material respects the Borrower’s financial condition at such date and the results of the Borrower’s operations for the periods ended on such dates, all in accordance with GAAP, consistently applied, except (i) the absence of footnotes, and (ii) subject to customary year-end adjustments.

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(c)Since June 30, 2008, there has been no Material Adverse Change or material adverse change in the financial condition, operations, assets, business, or properties of the Borrower.

5.5Solvency. After giving effect to the this Agreement, the Borrower is solvent, is able to pay its debts as they mature or become due, has capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns assets and property having a value both at fair valuation and at present fair saleable value on a going concern basis (as determined in a manner and based upon assumptions satisfactory to the Lender in its reasonable determination) greater than the amount required to pay all of the Borrower’s debts and liabilities, including, without limitation, all of the Liabilities. The Borrower will not be rendered insolvent by the execution and delivery of this Agreement or any Financing Agreement, or by completion of the transactions contemplated hereunder or thereunder.

5.6Principal Place of Business; State of Incorporation. The principal place of business and chief executive office of the Borrower is located at 2901 Butterfield Road, Oak Brook, Illinois 60523.

5.7Other Names. As of the Closing Date, the Borrower has not used any name (including, without limitation, any tradename, tradestyle, assumed name, division name or any similar name).

5.8Tax Liabilities. The Borrower has filed all material federal, state and local tax reports and returns required by any law or regulation to be filed by it, except for extensions duly obtained, and has either duly paid all taxes, duties and charges indicated due on the basis of such returns and reports, or made adequate provision for the payment thereof, or is contesting such taxes in good faith by appropriate proceedings (and has reserved appropriate funds adequate for the payment thereof if determined to be due and owing), and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected.

5.9[Intentionally Omitted]

5.10Litigation and Proceedings. Except as otherwise set forth on Schedule 5.10 hereof, no judgments are outstanding against the Borrower which are reasonably likely to constitute or result in an Event of Default, nor is there now pending or, to the best of the Borrower’s knowledge after diligent inquiry, threatened, any litigation, suit, action, contested claim, or federal, state or municipal governmental proceeding by or against the Borrower or any of its property which is reasonably likely to have or result in a Material Adverse Change.

5.11Other Agreements. The Borrower is not in default under or in breach of any material agreement, contract, lease, or Revolving Loan Commitment to which it is a party or by which it is bound which is reasonably likely to have or result in a Material Adverse Change. The Borrower does not know of any dispute regarding any of its agreements, contracts, instruments, leases or Revolving Loan Commitment (individually or in the aggregate) that could reasonably be expected to have a Material Adverse Effect.

5.12Compliance with Laws and Regulations. The execution and delivery by the Borrower of this Agreement and all of the other Financing Agreements to which it is a party and

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the performance of the Borrower’s obligations hereunder and thereunder are not in contravention of any law, rule or regulation. The Borrower has obtained all licenses, authorizations, approvals and permits necessary in connection with the operation of its business, except to the extent the failure to obtain any of the foregoing could reasonably be expected to not result in a Material Adverse Effect. The Borrower is in compliance with all laws, orders, rules, regulations and ordinances of all federal, foreign, state and local governmental authorities applicable to it and its business, operations, property, and assets, except to the extent any such non-compliance could reasonably be expected to not result in a Material Adverse Effect,

5.13Environmental Matters. (a) The Borrower has not Managed Hazardous Substances on or off its property other than in compliance with Environmental Laws, except to the extent any such non-compliance could reasonably be expected to not result in a Material Adverse Effect; (b) The Borrower has complied in all material respects with Environmental Laws regarding transfer, construction on and operation of its business and Property, including, but not limited to, notifying authorities, observing restrictions on use, transferring, modifying or obtaining permits, licenses, approvals and registrations, making required notices, certifications and submissions, complying with financial liability requirements, Managing Hazardous Substances and Responding to the presence or Release of Hazardous Substances connected with operation of its business or Property; (c) The Borrower does not have any contingent liability with respect to the Management of any Hazardous Substance that could reasonably be expected to result in a Material Adverse Effect; (d) During the term of this Agreement, the Borrower shall not permit others to, Manage, whether on or off Borrower’s Property, Hazardous Substances; (e) The Borrower shall take prompt action in material compliance with Environmental Laws to Respond to the on-site or off-site Release of Hazardous Substances connected with operation of its business or Property; and (f) The Borrower has not received any Environmental Notice. The Borrower has complied in all material respects with Environmental Laws regarding transfer, construction on and operation of its business and property, including, but not limited to, notifying authorities, observing restrictions on use, transferring, modifying or obtaining permits, licenses, approvals and registrations, making required notices, certifications and submissions, complying with financial liability requirements, Managing Hazardous Substances and Responding to the presence or Release of Hazardous Substances connected with operation of its business or property.

5.14Disclosure. None of the representations or warranties made by the Borrower herein or in any Financing Agreement to which the Borrower is a party and no other written information provided or statements made by the Borrower or its representatives to the Lender contains any untrue statement of a material fact or knowingly omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Borrower has disclosed to the Lender all facts of which the Borrower has knowledge which are reasonably likely to result in a Material Adverse Effect.

5.15Pension Related Matters. Each employee pension plan (other than a multiemployer plan within the meaning of Section 3(37) of ERISA and to which the Borrower or any ERISA Affiliate has or had any obligation to contribute (a “Multiemployer Plan”)), if any, maintained by the Borrower or any of its ERISA Affiliates to which Title IV of ERISA applies and (a) which is maintained for employees of the Borrower or any of its ERISA Affiliates or (b) to which the Borrower or any of its ERISA Affiliates made, or was required to make,

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contributions at any time within the preceding five (5) years (a “Plan”), complies, and is administered in accordance, with its terms and all material applicable requirements of ERISA and of the Internal Revenue Code of 1986, as amended, and any successor statute thereto (the “Tax Code”), and with all material applicable rulings and regulations issued under the provisions of ERISA and the Tax Code setting forth those requirements. No “Reportable Event” or “Prohibited Transaction” (as each is defined in ERISA) or withdrawal from a Multiemployer Plan caused by the Borrower has occurred and no funding deficiency described in Section 302 of ERISA caused by the Borrower exists with respect to any Plan or Multiemployer Plan which could have a Material Adverse Effect. The Borrower and each ERISA Affiliate has satisfied all of their respective funding standards applicable to such Plans and Multiemployer Plans under Section 302 of ERISA and Section 412 of the Tax Code and the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA (“PBGC”) has not instituted any proceedings, and there exists no event or condition caused by the Borrower which would constitute grounds for the institution of proceedings by PBGC, to terminate any Plan or Multiemployer Plan under Section 4042 of ERISA which could have a Material Adverse Effect.

5.16Investment Company Act. The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.17Labor Matters. There are no strikes or other labor disputes, grievances, controversies or other labor or union troubles pending or, to the knowledge of Borrower, threatened against Borrower. Hours worked and payments made to the employees of the Borrower have not been in violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters. All payments due from the Borrower, or for which any claim may be made against Borrower, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on Borrower’s books, as the case may be. The consummation of the transactions contemplated by the Financing Agreements will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is bound.

5.18USA Patriot Act. The Borrower is not identified in any list of known or suspected terrorists published by any United States government agency (collectively, as such lists may be amended or supplemented from time to time, referred to as the “Blocked Persons Lists”) including, without limitation, (a) the annex to Executive Order 13224 issued on September 23, 2001, and (b) the Specially Designated Nationals List published by the Office of Foreign Assets Control.

5.19Absence of Foreign or Enemy Status. The Borrower is not an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), as amended. The Borrower is not in violation of, nor will the use of any of the Loans violate, the Trading with the Enemy Act, as amended, or any executive orders, proclamations or regulations issued pursuant thereto, including, without limitation, regulations administered by the Office of Foreign Asset Control of the Department of the Treasury (31 C.F.R. Subtitle B, Chapter V).

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5.20Business Loans. The Loans, including interest rate, fees and charges as contemplated hereby, (a) are business loans within the purview of 815 ILCS 205/4(1 )(c), as amended from time to time, (b) are an exempted transaction under the Truth In Lending Act, 12 U.S.C. 1601 et seq., as amended from time to time, and (c) do not, and when disbursed shall not, violate the provisions of the Illinois usury laws, any consumer credit laws or the usury laws of any state which may have jurisdiction over the transactions contemplated hereby, the Borrower or any property securing the Loans.

6.AFFIRMATIVE COVENANTS.

The Borrower covenants and agrees that, as long as any Liabilities of the Borrower remain outstanding, and (even if there shall be no such Liabilities outstanding) as long as this Agreement remains in effect:

6.1Reports, Certificates and Other Information. The Borrower shall deliver to the Lender:

(a)Financial Statements. On or before the 180th day after each of the Borrower’s Fiscal Years, a copy of the annual consolidated financial statements of the Borrower and its subsidiaries consisting of, at least, balance sheets and statements of income and cash flow for such period, prepared in conformity with GAAP, audited by independent certified public accountants of recognized standing selected by the Borrower with the Lender’s reasonable consent, together with a certificate from the Borrower containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.3 hereof and that no Default or Event of Default has occurred and is continuing or, if the Borrower has become aware of any such event, describing it and the steps, if any, being taken to cure it.

(b)Interim Reports. On or before the 60th day after the end of each Fiscal Quarter, a copy of unaudited consolidated financial statements of the Borrower prepared in accordance with GAAP and in a manner consistent with the financial statements referred to in Section 6.1 (a) hereof, signed on behalf of the Borrower by a Duly Authorized Officer and consisting of, at least, a balance sheet as at the close of such Fiscal Quarter and a statement of earnings for the period from the beginning of such Fiscal Year to the close of such Fiscal Quarter.

(c)Certificates. Contemporaneously with the furnishing of each annual financial statement and within 60 calendar days of each Fiscal Quarter of the Borrower, a duly completed compliance certificate with appropriate insertions (a “Compliance Certificate”), dated the date of such annual financial statement or such Fiscal Quarter and signed on behalf of the Borrower by a Duly Authorized Officer, which Compliance Certificate shall state that no Default or Event of Default has occurred and is continuing, or, if there is any such event, describes it and the steps, if any, being taken to cure it. In addition, except in the case of a Compliance Certificate dated the date of such annual financial statement, the Compliance Certificate shall contain a computation of, and show compliance with, each of the financial ratios and restrictions set forth in Section 7.3 hereof. The computation and calculation of each financial ratio in each Compliance Certificate shall be in form and substance reasonably acceptable to the Lender.

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(d)Notice of Default, Litigation Matters or Adverse Change in Business. (a) Forthwith upon learning of the occurrence of any of the following, written notice thereof which describes the same and the steps being taken by the Borrower with respect thereto: (i) the occurrence of a Default or an Event of Default, or (ii) any Material Adverse Change, (b) Within five (5) Business Days of learning of the occurrence of the following, written notice thereof which describes the same and the steps being taken by the Borrower with respect thereto: the institution or threatened institution of, or any adverse determination in, any litigation, arbitration proceeding or governmental proceeding in which any injunctive relief is sought or in which money damages in excess of $1,000,0000 individually or $2,000,000 in the aggregate are sought.

(e)Guarantor Financial Information. The Borrower shall cause each Guarantor to deliver to the Lender

(1)On or before the 180th day after each of such Guarantor’s Fiscal Years, a copy of the annual consolidated financial statements of such Guarantor and its subsidiaries consisting of, at least, balance sheets and statements of income and cash flow for such period, prepared in conformity with GAAP, signed on behalf of such Guarantor by a Duly Authorized Officer.

(2)On or before the 60th day after the end of each Fiscal Quarter of such Guarantor, a copy of unaudited consolidated financial statements of such Guarantor prepared in accordance with GAAP and in a manner consistent with the financial statements referred to in Section 6.1(b) hereof, signed on behalf of the Borrower by a Duly Authorized Officer and consisting of, at least, a balance sheet as at the close of such Fiscal Quarter and a statement of earnings for the period from the beginning of such Fiscal Year to the close of such Fiscal Quarter.

The foregoing financial information contained in this Section 6.1(e) shall not need to be separately provided to the Lender if and to the extent such information is provided to the Lender pursuant to Sections 6.1(a) and/or (b) hereof.

(f)Other Information. Such other information, certificates, schedules, exhibits or documents (financial or otherwise) concerning the Borrower and its operations, business, properties, condition or otherwise as the Lender may reasonably request from time to time.

6.2Inspection; Audit Fees. The Lender, or any Person designated by the Lender in writing from time to time, shall have the right at any time after an Event of Default has occurred: to call and visit at the Borrower’s place or places of business during ordinary business hours and, prior to any Default, upon reasonable advance notice, (i) to inspect, audit, examine, check and make copies of and extracts from the Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to its business, operations, and property, and to any transactions between the parties hereto; and (ii) to discuss the affairs, finances and business of the Borrower with any of the Duly Authorized Officers or other employees of the Borrower. The Borrower agrees to pay on demand all reasonable costs, expenses and fees incurred by Lender in connection with any inspections, examinations, or audits of the Borrower performed by the Lender under this Section 6.2.   All such amounts incurred by the Lender hereunder shall bear

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interest at the Default Rate and shall be additional Liabilities of the Borrower to the Lender if not promptly paid upon the request of the Lender. The Borrower acknowledges that the Lender’s standard audit charge is Eight Hundred Fifty and No/100 Dollars ($850.00) per auditor per day (or such lesser amount as may agreed to in writing by the Borrower and the Lender), plus all out-of-pocket audit costs and expenses reasonably incurred and documented by the Lender.

6.3Conduct of Business. The Borrower shall maintain its corporate existence, shall maintain in full force and effect all licenses, permits, authorizations, bonds, franchises, leases, patents, trademarks and other intellectual property, contracts and other rights necessary to the conduct of its business, shall continue in, and limit its operations to, the same general line of business as that currently conducted and shall comply with all applicable laws, orders, regulations and ordinances of all federal, foreign, state and local governmental authorities, except to the extent any such non-compliance could reasonably be expected to result in a Material Adverse Effect. The Borrower shall keep proper books of record and account in which full and true entries will be made of all dealings or transactions of or in relation to the business and affairs of the Borrower, in accordance with GAAP, consistently applied.

6.4Claims and Taxes. The Borrower agrees to indemnify and hold the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of the Borrower’s property and assets. The Borrower agrees to pay or cause to be paid all license fees, bonding premiums and related taxes and charges and shall pay or cause to be paid all of the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the Borrower, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to its property, provided that the Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest does not have a Material Adverse Effect.

6.5State of Incorporation. The State of Delaware shall remain the Borrower’s state of incorporation.

6.6Insurance. The Borrower shall maintain, at its expense, insurance in such amounts and with such deductibles as are consistent with past practice.

6.7Environmental. The Borrower shall promptly notify and furnish Lender with a copy of any and all Environmental Notices which are received by it. The Borrower shall take prompt and appropriate action in response to any and all such Environmental Notices and shall promptly furnish Lender with a description of the Borrower’s Response thereto. The Borrower shall (a) obtain and maintain all permits required under all applicable federal, state, and local Environmental Laws, except as to which the failure to obtain or maintain would not have a Material Adverse Effect; and (b) keep and maintain the Property and each portion thereof in compliance with, and not cause or permit the Property or any portion thereof to be in violation

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of, any Environmental Law, except as to which the failure to comply with or the violation of which, would not have a Material Adverse Effect.

6.8US Patriot Act.

(a)Borrower covenants to Lender that if Borrower becomes aware that it or any of its Affiliates is identified on any Blocked Persons List, Borrower shall immediately notify Lender in writing of such information. Borrower further agrees that in the event any of them or any Affiliate is at any time identified on any Blocked Persons List, such event shall be an Event of Default, and shall entitle Lender to exercise any and all remedies provided in any Financing Agreements or otherwise permitted by law. In addition, Lender may immediately contact the Office of Foreign Assets Control and any other government agency Lender deems appropriate in order to comply with its obligations under any law, regulation, order or decree regulating or relating to terrorism and international money laundering.

(b)The Borrower is not and will not become subject at any time to any legal requirement of any Governmental Authority, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Lender from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower, or (2) fail to provide documentary and other evidence of Borrower’s identity as may be requested by the Lender at any time to enable the Lender to verify its identity or to comply with any applicable legal requirement of any Governmental Authority, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

6.9Further Assurances. The Borrower shall, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, certificates, documents and assurances as may from time to time be necessary or as the Lender may from time to time reasonably request in order to carry out the intent and purposes of this Agreement and the other the Financing Agreements and the transactions contemplated thereby.

7.NEGATIVE COVENANTS.

The Borrower covenants and agrees that as long as any Liabilities remain outstanding, and (even if there shall be no such Liabilities outstanding) as long as this Agreement remains in effect (unless the Lender shall give its prior written consent thereto):

7.1Use of Proceeds. The Borrower shall not use the proceeds of the Loans for any purpose other than for working capital needs in connection with 1031 like-kind exchanges and other purposes in the Borrower’s ordinary course of business.

7.2Dividends and Stock Redemptions. Except in the ordinary course of the Borrower’s business, the Borrower shall not (a) declare, make or pay any dividend or other distribution (whether in cash, property or rights or obligations) to or for the benefit of any officer, director, stockholder, or any Affiliate; or (b) purchase or redeem any of the stock of the Borrower (whether common, preferred, or otherwise) or any options or warrants with respect thereto, declare or pay any dividends or distributions thereon, or set aside any funds for any such

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purpose; provided, however, in no event shall the Borrower be permitted to purchase or redeem all or any portion of the Pledged Collateral.

7.3Financial Covenants. The Borrower shall not:

(i)Tangible Net Worth. Permit the Tangible Net Worth of the Borrower to be less than $115,000,000, measured as of the last day of each Fiscal Quarter.

(ii)Leverage Ratio. Permit the Leverage Ratio of the Borrower to be greater than 2.00 to 1.00, measured as of the last day of each Fiscal Quarter.

(iii)Liquidity. Permit the Liquidity of the Borrower to be less than $12,500,000, measured as of the last day of each Fiscal Quarter.

(iv)Computation. The Borrower acknowledges and agrees that the calculation and computation of the foregoing financial ratios and covenants shall be pursuant to and in accordance with Section 6.1(c) hereof.

7.4Change in Nature of Business. The Borrower shall not make any material change in the nature of Borrower’s business carried on as of the Closing Date.

7.5Other Agreements. The Borrower shall not enter into any agreement containing any provision which would be violated or breached by the performance of its obligations hereunder or under any Financing Agreement to which Borrower is a party or which would violate or breach any provision hereof or thereof, nor shall the Borrower’s Bylaws or Certificate of Incorporation be amended or modified in any way that would violate or breach any provision hereof or of any Financing Agreement to which Borrower is a party; provided, prior to any amendment or modification of the Borrower’s Bylaws or Certificate of Incorporation, the Borrower shall furnish a true, correct and complete copy of any such proposed amendment or modification to the Lender.

7.6Fiscal Year. The Borrower shall not change its Fiscal Year.

8.DEFAULT, RIGHTS AND REMEDIES OF THE LENDER,

8.1Event of Default. Any one or more of the following shall constitute an “Event of Default” under this Agreement:

(a)the Borrower fails to pay any of its Liabilities when such Liabilities are due, declared due or demanded (subject to any applicable grace or cure period expressly set forth herein);

(b)the Borrower fails or neglects to perform, keep or observe any of the covenants, conditions or agreements in this Agreement (subject to any applicable cure period expressly set forth herein);

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(c)any representation or warranty heretofore, now or hereafter made by the Borrower in connection with this Agreement or any of the other Financing Agreements to which Borrower is a party is untrue, misleading or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by the Borrower to the Lender is untrue, misleading or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified;

(d)a judgment, decree or order requiring payment in excess of $1,000,000 shall be rendered against the Borrower and such judgment or order shall remain unsatisfied or undischarged and in effect for thirty (30) consecutive days without a stay of enforcement or execution, provided that this clause (d) shall not apply to any judgment for which the Borrower is fully insured and with respect to which the insurer has admitted liability;

(e)a notice of Lien, levy or assessment is filed or recorded with respect to any of the assets of the Borrower by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing at any time or times hereafter to any one or more of them become a Lien, upon any of the assets of the Borrower, provided that this clause (e) shall not apply to any Liens, levies, or assessments which a Borrower is contesting in good faith or which relate to current taxes not yet due and payable;

(f)a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed against the Borrower or any Guarantor of the Liabilities, if any, and such proceeding is not dismissed within forty-five (45) days of the date of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by the Borrower or any Guarantor, if any, or the Borrower or any Guarantor, if any, makes an assignment for the benefit of creditors, or the Borrower takes any action to authorize any of the foregoing;

(g)the Borrower or any Guarantor voluntarily or involuntarily dissolves or is dissolved, or its existence terminates or is terminated;

(h)the Borrower or any Guarantor becomes insolvent or the Borrower or any Guarantor fails generally to pay its debts as they become due;

(i)the Borrower is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency from conducting all or any material part of its business affairs;

(j)a breach by the Borrower shall occur under any agreement, document or instrument (other than an agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between the Borrower and any other Person and the effect of such breach will or is likely to have or create a Material Adverse Effect;

(k)the Borrower shall fail to make any payment due on any other obligation for borrowed money or shall be in breach of any agreement evidencing the lending of money and

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the effect of such failure or breach would be to permit the acceleration of any obligation, liability or indebtedness in excess of $1,000,000;

(l)there shall be instituted in any court criminal proceedings against the Borrower, or the Borrower shall be indicted for any crime, in either case for which forfeiture of a material amount of its property is a potential penalty;

(m)the common stock of IRC ceases to be traded on the New York Stock Exchange;

(n)the Pledgor shall revoke or attempt to revoke, terminate or contest its obligations under the Pledge Agreement, or the Pledge Agreement or any provision thereof shall cease to be in full force and effect in accordance with its terms and provisions;

(o)The Inland Group, Inc., a Delaware corporation, shall cease to own 100% of the capital stock of the Borrower; and/or

(p)a Material Adverse Change shall occur.

8.2Acceleration. Upon the occurrence of any Event of Default described in Sections 8.1(f) or (h), the Revolving Loan Commitment (if it has not theretofore terminated) shall automatically and immediately terminate and all of the Liabilities, without presentment, demand, protest or notice of any kind (all of which are hereby expressly waived), be immediately due and payable; and upon the occurrence of any other Event of Default, the Lender may at its sole option declare the Revolving Loan Commitment (if they have not theretofore terminated) to be terminated and any or all of the Liabilities, including, without limitation, at the sole option of the Lender, and without presentment, demand, protest or notice of any kind (all of which are hereby expressly waived), be declared, and thereupon shall become, immediately due and payable, whereupon the Revolving Loan Commitment shall immediately terminate. Upon the occurrence of any Default or Event of Default the Lender may, at its option, cease making any additional Revolving Loans.

8.3Rights and Remedies Generally. Upon the occurrence of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies under applicable law, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law.

8.4Waiver of Demand. Demand, presentment, protest and notice of nonpayment are hereby waived by the Borrower. The Borrower also waives the benefit of all valuation, appraisal and exemption laws.

8.5Advice of Counsel. The Borrower acknowledges that it has been advised by its counsel with respect to this transaction and this Agreement, including, without limitation, all waivers contained herein.

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9.MISCELLANEOUS.

9.1Waiver. The Lender’s failure, at any time or times hereafter, to require strict performance by the Borrower of any provision of this Agreement shall not waive, affect or diminish any right of the Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by the Lender of an Event of Default under this Agreement or a default under any of the other Financing Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of the Borrower contained in this Agreement or any of the other Financing Agreements and no Event of Default under this Agreement or default under any of the other Financing Agreements shall be deemed to have been suspended or waived by the Lender unless such suspension or waiver is in writing signed by an officer of the Lender, and directed to the Borrower specifying such suspension or waiver.

9.2Costs and Attorneys’ Fees.

(a)The Borrower agrees to pay on demand all of the reasonable costs and expenses of the Lender (including, without limitation, the reasonable fees and out-of-pocket expenses of the Lender’s outside counsel; all audit, field exam and appraisal costs and fees; costs incurred by Lender in connection with travel expenses of its associates) in connection with the structuring, preparation, negotiation, execution, delivery and closing of: (i) this Agreement, the Financing Agreements and all other instruments, agreements, certificates or documents provided for herein or delivered or to be delivered hereunder, and (ii) any and all amendments, modifications, supplements and waivers executed and delivered pursuant hereto or any Financing Agreement or in connection herewith or therewith. The Borrower further agrees that the Lender, in its sole discretion, may deduct all such unpaid amounts from the aggregate proceeds of the Loans.

(b)The costs and expenses that the Lender incurs in any manner or way with respect to the following shall be part of the Liabilities, payable by the Borrower on demand if at any time after the date of this Agreement the Lender: (i) employs counsel in good faith for advice or other representation (A) with respect to the amendment, modification or enforcement of this Agreement or the Financing Agreements, (B) to represent the Lender in any work-out or any type of restructuring of any of the Liabilities, or any litigation, contest, dispute, suit or proceeding or to commence, defend or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by the Lender, the Borrower or any other Person) in any way or respect relating to this Agreement, the Financing Agreements, the Borrower’s affairs; provided, however, “), if the Lender is not the prevailing party in any litigation, contest, dispute, suit or proceeding solely between the Lender and the Borrower (each a “Borrower-Lender Dispute”), then the costs and expenses that the Lender incurs in connection with such Borrower-Lender Dispute shall not be part of the Liabilities, (C) to enforce any of the rights of the Lender with respect to the Borrower and/or the Pledgor provided in this Agreement, under any of the Financing Agreements, or otherwise (whether at law or in equity); (ii) takes any action to protect, preserve, store, ship, appraise, prepare for sale, collect, sell, liquidate or otherwise dispose of any or all of the collateral under any other Financing Agreement; and/or (iii) seeks to enforce or enforces any of the rights and remedies of the Lender with respect to the Borrower, the Pledgor or any guarantor of the Liabilities. Without

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limiting the generality of the foregoing, such expenses, costs, charges and fees include: reasonable fees, costs and expenses of attorneys, paralegals, accountants and consultants; court costs and expenses; court reporter fees, costs and expenses; duplication costs; long distance telephone charges; and courier and telecopier charges.

(c)The Borrower further agrees to pay, and to save the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with or related to the execution or delivery of this Agreement, the Financing Agreements, the borrowings hereunder or of any other instruments, agreements, certificates or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, provided that the Borrower shall not be liable for Lender’s income tax liabilities.

(d)All of the Borrower’s obligations provided for in this Section 9.2 shall be Liabilities and shall survive repayment of the Loans or any termination of this Agreement or any Financing Agreements.

9.3Expenditures by the Lender. In the event the Borrower shall fail to pay taxes, insurance, filing, recording and search fees, assessments, fees, costs or expenses which the Borrower is, under any of the terms hereof or of any of the other Financing Agreements, required to pay, the Lender may, after providing the Borrower not less than 10 days prior written notice of its intent to take some action, in its sole discretion, pay or make expenditures for any or all of such purposes, and the amounts so expended, together with interest thereon at the Default Rate (from the date the obligation or liability of Borrower is charged or incurred until actually paid in full to Lender) and shall be part of the Liabilities of the Borrower, payable on demand.

9.4Reliance by the Lender. The Borrower acknowledges that the Lender, in entering into this Agreement and agreeing to make Loans and otherwise extend credit to the Borrower hereunder, has relied upon the accuracy of the covenants, agreements, representations and warranties made herein by the Borrower and the information delivered by the Borrower to the Lender in connection herewith (including, without limitation, all financial information and data).

9.5Assignability; Parties. This Agreement (including, without limitation, any and all of the Borrower’s rights, obligations and liabilities hereunder) may not be assigned by the Borrower without the prior written consent of the Lender. Whenever in this Agreement there is reference made to any of the parties hereto, such reference shall be deemed to include, wherever applicable, a reference to the successors and permitted assigns of the Borrower and the successors and assigns of the Lender.

9.6Severability; Construction. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall

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arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

9.7Application of Payments. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence of a Default or an Event of Default the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by the Lender from the Borrower and the Borrower does hereby irrevocably agree that the Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter against the Liabilities in such manner as the Lender may deem advisable, notwithstanding any entry by the Lender upon any of its books and records.

9.8Marshaling; Payments Set Aside. The Lender shall be under no obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Liabilities. If the incurrence or payment of any of the Liabilities by the Borrower or the transfer to the Lender of any property or assets is or should for any reason be subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party or Person under any federal or state bankruptcy law or code, state or federal law, common law or equitable cause or otherwise, including, without limitation, provisions of the federal bankruptcy code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if the Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender, the Liabilities shall automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

9.9Sections and Titles. The sections and titles contained in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

9.10Continuing Effect; Inconsistency; Relationship. This Agreement and all of the other Financing Agreements shall continue in full force and effect so long as any Liabilities shall be owed to the Lender, and (even if there shall be no such Liabilities outstanding) so long as this Agreement has not been terminated. To the extent any terms or provisions contained in any Financing Agreement are inconsistent or conflict with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control and govern. The relationship between Lender and Borrower shall be that of creditor-debtor only. No term in this Agreement or in any other Financing Agreement and no course of dealing between the parties shall be deemed to create any relationship or agency, partnership or joint venture or any fiduciary duty by Lender to Borrower or any other party. In exercising its rights hereunder and under the Financing Agreements or taking any actions herein or therein, the Lender may act through its employees, agents or independent contractors as authorized by Lender.

9.11Notices. Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to

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have been validly served, given or delivered upon the earlier of (a) personal delivery to the address set forth below, (b) in the case of facsimile transmission, when transmitted and (c) in the case of Federal Express or other reputable overnight courier service, one (1) Business Day after delivery to such courier service; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender unless expressly set forth in such notice. Notices to be provided pursuant to this Agreement shall be as follows: (i) If to the Lender at: JPMorgan Chase Bank, N.A., 10 South Dearborn Street, 19th Floor, Chicago, Illinois 60603; Attention: Carrie A. Reichert; Telephone No. (312) 325-5031; Facsimile No. (312) 325-5173; with a copy to: Duane Morris LLP, 190 South LaSalle Street, Suite 3700, Chicago, Illinois 60603; Attention: Michael A. Witt, Esq.; Telephone No. (312) 499-6716; Facsimile No. (312) 499-6701; (ii) If to the Borrower at: Inland Real Estate Investment Corporation, 2901 Butterfield Road, Oakbrook, Illinois 60523; Attention: Catherine L. Lynch; Telephone No. (630) 218-8000; Facsimile No. (630) 218-4959; with a copy to: Elliot B. Kamenear, Telephone No. (630) 218-8000; Facsimile No. (630) 218-4900; or to such other address as each party designates to the other in the manner herein prescribed.

9.12Equitable Relief; Recitals. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to the Lender; therefore, the Borrower agrees that the Lender, if the Lender so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Time is of the essence hereof. The Recitals hereto are hereby incorporated into this Agreement by this reference thereto.

9.13Entire Agreement. This Agreement, together with the Financing Agreements executed in connection herewith, constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior written or oral understandings, discussions and agreements with respect thereto (including, without limitation, any term sheet, proposal letter or Revolving Loan Commitment letter). This Agreement may be amended or modified only by mutual agreement of the parties evidenced in writing and signed by the party to be charged therewith.

9.14Participations and Assignments. The Lender shall have the right, without the consent of the Borrower, to sell participations to one or more banks, financial institutions, or other entities or lenders in, or assignments of, all or any portion of its rights, obligations, and interest under this Agreement and any of the Financing Agreements. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to participants (including prospective participants).

9.15Indemnity. The Borrower agrees to and shall defend, protect, indemnify and hold harmless the Lender and each and all of its officers, directors, employees, attorneys, agents, parent, and affiliates (“Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall be designated

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by a party thereto, or otherwise), which may be imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Loans (including, without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loans hereunder; provided, that the Borrower shall not have any obligation to, and shall be held harmless from, any Indemnified Party hereunder for matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party as finally determined in a judicial proceeding (in which such Indemnified Party and the Lender have had an opportunity to be heard). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties that is not the result of such Indemnified Party’s willful misconduct or gross negligence shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrower, be added to the Liabilities. The provisions of and undertakings and indemnifications set out in this Section 9.15 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

9.16Representations and Warranties. Notwithstanding anything to the contrary contained herein, (a) each representation or warranty contained in this Agreement or any of the other Financing Agreements shall survive the execution and delivery of this Agreement and the other Financing Agreements and the making of the Loans and the repayment of the Liabilities hereunder, and (b) each representation and warranty contained in this Agreement and each other Financing Agreement shall be remade on the date of each Loan made hereunder.

9.17Counterparts; Electronically Transmitted Signatures. This Agreement and any amendment or supplement hereto or any waiver granted in connection herewith may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. A signature hereto sent or delivered by facsimile or other electronic transmission shall be as legally binding and enforceable as a signed original for all purposes.

9.18Limitation of Liability of Lender. It is hereby expressly agreed that:

(a)Lender may conclusively rely and shall be protected in acting or refraining from acting upon any document, instrument, certificate, instruction or signature believed to be genuine and may assume and shall be protected in assuming that any Person purporting to give any notice or instructions in connection with any transaction to which this Agreement relates has been duly authorized to do so. Lender shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any Person purporting to have executed any such

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document or instrument or have made any such signature or purporting to give any such notice or instructions;

(b)Lender shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law except for those arising out of or in connection with Lender’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Lender shall be under no obligation to take any steps necessary to preserve rights in the Pledged Collateral against any other parties, but may do so at its option, and all expenses incurred in connection therewith shall be payable by Borrower; and

(c)Lender shall not be liable for any action taken in good faith and believed to be authorized or within the rights or powers conferred by this Agreement and the other Financing Agreements.

9.19Borrower Authorizing Accounting Firm. At any time after an Event of Default has occurred, Borrower shall authorize its accounting firm and/or service bureaus to provide Lender with such information as is requested by Lender in accordance with this Agreement. At any time after an Event of Default has occurred, the Borrower hereby automatically and irrevocably authorizes Lender to contact directly any such accounting firm and/or service bureaus to obtain such information.

9.20Confidentiality. Lender shall hold all non-public information regarding the Borrower and its business and obtained by Lender pursuant to the requirements hereof in accordance with Lender’s customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to its agents, employees, subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, (ii) to prospective transferees or purchasers of any interest in the Loans, and to prospective contractual counterparties (or the professional advisors thereto) in Swap Agreements permitted hereby, provided that any such Persons shall have agreed to be bound by the provisions of this Section 9.20, (iii) as required by law, subpoena, judicial order or similar order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person and (v) to a Person that is a trustee, investment advisor, collateral manager, servicer, noteholder or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization. For the purposes of this Section, “Securitization” shall mean a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in party, by the Loans. Confidential information shall not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (ii) is disclosed to such Person by a Person other than the Borrower or Affiliates of the Borrower (or such Borrower’s accountants, attorneys or other advisors or agents), provided Lender does not have actual knowledge that such Person is prohibited from disclosing such information. The obligations of Lender under this Section 9.20 shall supersede and replace the obligations of Lender under any confidentiality agreement in respect of this financing executed and delivered by Lender prior to the date hereof.

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9.21Customer Identification.  USA Patriot Act Notice, The Lender hereby notifies the Borrower that pursuant to the requirements of Section 326 of the USA Patriot Act of 2001 31 U.S.C. Section 5318 (the “Patriot Act”‘), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.

9.22SUBMISSION TO JURISDICTION: WAIVER OF VENUE. THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON¬EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS AND APPELLATE COURTS FROM ANY THEREOF;

(b)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING (i) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME AND (ii) ALL STATUTES OF LIMITATIONS WHICH MAY BE RELEVANT THERETO; AND

(c)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY OVERNIGHT COURIER SERVICE TO CT CORPORATION SYSTEM, 208 SOUTH LASALLE STREET, SUITE 814, CHICAGO, ILLINOIS 60604; ATTENTION: CORPORATE SERVICE TEAM 3. THE BORROWER AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE BORROWER IN ANY SUIT, ACTION OR PROCEEDING, AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO THE BORROWER. SOLELY TO THE EXTENT PROVIDED BY APPLICABLE LAW, SHOULD THE BORROWER, AFTER BEING SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE DELIVERY OR MAILING THEREOF, THE BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST THE BORROWER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. NOTHING HEREIN SHALL AFFECT THE LENDER’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR LIMIT THE LENDER’S RIGHT TO BRING PROCEEDINGS AGAINST THE BORROWER OR ITS PROPERTY IN ANY COURT OR ANY OTHER JURISDICTION.

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9.23GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH, AND ENFORCED AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

9.24JURY TRIAL. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AND KNOWINGLY WAIVE (TO THE FULLEST EXTENT PERMITTED BY LAW) ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY COUNTERCLAIM) ARISING OUT OF THIS AGREEMENT, THE FINANCING AGREEMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO, INCLUDING, WITHOUT LIMITATION, ANY ACTION OR PROCEEDING (A) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (B) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND THE FINANCING AGREEMENTS. THE LENDER AND THE BORROWER AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

9.25WAIVER OF SPECIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST THE LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS, THE LOAN OR THE USE OF THE PROCEEDS THEREOF.

IN WITNESS WHEREOF, this Revolving Loan Agreement has been duly executed as of the day and year first above written.

INLAND REAL ESTATE INVESTMENT CORPORATION
By:	/s/ Catherine L. Lynch
	Name: Catherine L. Lynch
	Its: Treasurer
JPMORGAN CHASE BANK, N.A.
By:	/s/ Carrie A. [ILLEGIBLE]
	Name: Carrie A. [ILLEGIBLE]
	Its: Senior Vice President

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EX-7.10

Exhibit 7.10

CUSIP No. 457461200

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) promulgated under the Securities Act of 1934, as amended, each of Daniel L. Goodwin, The Inland Group, Inc., Inland Real Estate Investment Corporation and Inland Investment Stock Holding Company agree hereby that the Schedule 13D to which this Exhibit 7.10 is attached and any amendments thereto relating to the acquisition or disposition of shares of common stock of Inland Real Estate Corporation is filed jointly on behalf of each of them.

This agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.

Dated: June 9, 2009	DANIEL L. GOODWIN
		/s/ Daniel L. Goodwin
Dated: June 9 2009	THE INLAND GROUP, INC.
		/s/ Daniel L. Goodwin
	Name:	Daniel L. Goodwin
	Title:	President
Dated: June 9, 2009	INLAND REAL ESTATE INVESTMENT CORPORATION
		/s/ Roberta S. Matlin
	Name:	Roberta S. Matlin
	Title:	Senior Vice President
Dated: June 9, 2009	INLAND INVESTMENT STOCK HOLDING COMPANY
		/s/ Brenda G. Gujral
	Name:	Brenda G. Gujral
	Title:	President