LIMITED LIABILITY COMPANY AGREEMENT
OF
INLAND REAL ESTATE LB I LLC
This Limited Liability Company Agreement (together with the
schedules attached hereto, this "Agreement") of Inland Real Estate
LB I LLC (the "Company"), is entered into by Inland Real Estate
LB I Corporation, as the sole member (the "Initial Member").
Capitalized terms used herein and not otherwise defined have the
meanings set forth on Schedule A hereto.
The Initial Member, by execution of this Agreement, (i) hereby
forms the Company as a limited liability company pursuant to and
in accordance with the Delaware Limited Liability Company Act (6
Del.C. 18-101, et seq.), as amended from time to time (the
"Act"), and (ii) hereby agrees as follows:
1. Name.
The name of the limited liability company hereby created is
Inland Real Estate LB I LLC.
2. Principal Business Office.
The principal business office of the Company shall be located
at 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, XX 00000, or such other
location as may hereafter be determined by the Member.
3. Registered Office.
The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent.
The name and address of the registered agent of the Company
for service of process on the Company in the State of Delaware is
The Corporation Trust Company, Corporation Trust Center, 0000
Xxxxxx Xxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Members.
a. The name and the mailing address of the Initial
Member is set forth on Schedule B attached hereto.
b. Subject to Section 9(b), the Member may act by
written consent.
6. Certificates.
Xxxxxx X. Xxxxxxxxx, as an "authorized person" within
the meaning of the Act, has executed, delivered and filed the
Certificate of Formation with the Secretary of State of the State
of Delaware. Upon the filing of the Certificate of Formation with
the Secretary of State of the State of Delaware, his powers as an
"authorized person" ceased, and the Member thereupon became the
designated "authorized person" and shall continue as the
designated "authorized person" within the meaning of the Act. The
Member shall execute, deliver and file any other certificates (and
any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in Minnesota, Wisconsin, Indiana
and Illinois and in any other jurisdiction in which the Company
may wish to conduct business.
7. Purposes.
Subject to Section 9(b), the purposes of the Company are to
engage in the following activities:
a. to acquire, own, hold, administer, service, manage,
sell and otherwise deal with the Properties;
b. to issue, authorize and deliver the Note and other
Basic Documents;
c. to execute, deliver and perform the Basic Documents;
d. to do such other things and carry on any other
activities which are necessary, convenient or incidental to any of
the foregoing purposes.
8. Powers.
Subject to Section 9(b), the Company shall have and exercise
all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 7 conferred upon limited
liability companies formed pursuant to the Act.
9. Management.
a. Member(s). Subject to Section 9(b), the business
and affairs of the Company shall be managed by or under the
direction of the Member. Subject to Section 9(b), the Member has
the authority to bind the Company.
b. Limitations on the Company's Activities.
(i) This Section 9(b) is being adopted in order to
comply with certain provisions required in order to qualify the
Company as a "special purpose entity" for the purpose of the
Indebtedness. So long as any portion of the Indebtedness is
outstanding the provisions of this Section 9(b) shall supercede
and control any other provision hereof to the contrary.
(ii) The Member shall not, so long as any
Indebtedness is outstanding, amend, alter, change or repeal
Sections 7, 8, 9, 20, 21, 22, 24, 26 or 30 of this Agreement
without consent of Lender, or after a securitization of the Loan,
only upon (a) confirmation from each Rating Agency that such
action would not result in the qualification, withdrawal or
downgrade of any securities rating assigned in such
securitization, and (b) Lender's consent to such action.
(iii) Notwithstanding any other provision of this
Agreement and any provision of law that otherwise so empowers the
Company or the Member, so long as any Indebtedness is outstanding,
neither the Company nor the Member shall be authorized or
empowered, nor shall they permit the Company without the prior
written consent of the Member including the unanimous consent of
the board of directors of the Member, to institute proceedings to
have the Company be adjudicated bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings against
the Company or file a petition seeking, or consent to,
reorganization or relief with respect to the Company under any
applicable federal or state law relating to bankruptcy, or consent
to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or a
substantial part of its property, or make any assignment for the
benefit of creditors of the Company, or admit in writing the
Company's inability to pay its debts generally as they become due,
or, to the fullest extent permitted by law, take action in
furtherance of any such action, or dissolve or liquidate the
Company, or consolidate or merge the Company with or into any
Person, or sell all or substantially all of the assets of the
Company.
(iv) Unless otherwise provided in the Loan
Agreement, so long as any Indebtedness is outstanding, the Member
shall cause the Company to do or cause to be done all things
necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises. The
Member also shall cause the Company to:
(1) maintain its own separate books and
records and bank accounts;
(2) at all times hold itself out to the
public as a legal entity separate from the Member and any other
Person and not identify itself as a division of any other person
or entity;
(3) observe all limited liability company or
other formalities;
(4) file its own tax returns provided,
however, that Company's assets may be included in a consolidated
tax return of its parent companies if inclusion on such a
consolidated tax return is required to comply with the requirement
of generally accepted accounting principles ("GAAP") or any other
applicable law. Company shall maintain its books, records,
resolutions and agreements as official records.
(5) not commingle its assets with assets of
any other Person and hold all of its assets in its own name;
(6) conduct its business in its own name;
(7) maintain all of its books, records,
financial statements and bank accounts separate from those of any
other person and Company's assets will not be listed as assets on
the financial statement of any other person; provided, however,
that Company's assets may be included in a consolidated financial
statement of its parent companies if inclusion on such a
consolidated statements is required to comply with the
requirements of GAAP, but only if (i) such consolidated
financial statements shall contain a footnote to the effect that
Company's assets are owned by Company and that they are being
included on the financial statement of its parent solely to comply
with the requirements of GAAP, and (ii) such assets shall be
listed on Company's own separate balance sheet.
(8) pay its own liabilities and expenses
only out of its own funds;
(9) maintain an arm's length relationship
with its Affiliates and its Member and enter into transactions
with Affiliates only on a commercially reasonable basis;
(10) pay the salaries of its own employees,
if any, from its own funds.
(11) not hold out its credit as being
available to satisfy the obligations of others;
(12) allocate fairly and reasonably any
overhead for shared office space and services performed by any
employee of an Affiliate;
(13) use separate stationery, invoices and
checks bearing its own name;
(14) not pledge its assets for the benefit of
any other Person;
(15) correct any known misunderstanding
regarding its separate identity;
(16) maintain adequate capital and a
sufficient number of employees in light of its contemplated
business operations;
(17) not acquire any obligations or
securities of its Affiliates, including the Member; and
(18) not make loans to any other person or
entity or to buy or hold evidence of indebtedness issued by any
other person.
(v) So long as any Indebtedness is outstanding,
the Member shall not cause or permit the Company to:
(1) guarantee any obligation of any Person,
including any Affiliate;
(2) engage, directly or indirectly, in any
business other than that arising out of the issuance of the
Indebtedness or the actions required or permitted to be performed
under Section 7, the Loan Agreement or this Section 9(b);
(3) incur, create or assume any indebtedness
other than the Indebtedness or as otherwise expressly permitted
under the Loan Agreement;
(4) make or permit to remain outstanding any
loan or advance to, or own or acquire any stock or securities of,
any Person;
(5) engage in any dissolution, liquidation,
consolidation, merger, asset sale or transfer of ownership
interests other than such activities as are expressly permitted
pursuant to any provision of the Loan Agreement; or
(6) form, acquire or hold any subsidiary
(whether corporate, partnership, limited liability company or
other).
10. INTENTIONALLY OMITTED
11. INTENTIONALLY OMITTED
12. Limited Liability.
Except as otherwise expressly provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be the debts, obligations and
liabilities solely of the Company, and no Member shall be
obligated personally for any such debt, obligation or liability of
the Company solely by reason of being a Member of the Company.
13. Capital Contributions.
The Initial Member is deemed admitted as the Member of the
Company upon the execution and delivery of this Agreement. The
Initial Member has contributed the amount of cash to the Company
listed on Schedule B attached hereto.
14. Additional Contributions.
The Initial Member is not required to make any additional
capital contribution to the Company. However, a Member may make
additional capital contributions to the Company at any time upon
the written consent of such Member. To the extent that the Member
makes an additional capital contribution to the Company, the
Member shall revise Schedule B of this Agreement. The provisions
of this Agreement, including this Section 14, are intended solely
to benefit the Member and, to the fullest extent permitted by law,
shall not be construed as conferring any benefit upon any creditor
of the Company (and no such creditor of the Company shall be a
third-party beneficiary of this Agreement) and no Member shall
have any duty or obligation to any creditor of the Company to make
any contribution to the Company or to issue any call for capital
pursuant to this Agreement.
15. Allocation of Profits and Losses.
The Company's profits and losses shall be allocated to the
Member.
16. Distributions.
Distributions shall be made at the times and in the
aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company
shall not be required to make a distribution to any Member on
account of its interest in the Company if such distribution would
violate Section 18-607 of the Act or any other applicable law or
the Basic Documents.
17. Books and Records.
The Member shall keep or cause to be kept complete and
accurate books of account and records with respect to the
Company's business. The books of the Company shall at all times
be maintained by the Member. Each Member, if more than one, and
its duly authorized representatives shall have the right to
examine the Company books, records and documents during normal
business hours. The Company shall not have the right to keep
confidential from the Member any information which would otherwise
be permitted to keep confidential from the Member pursuant to
Section 18-305(c) of the Act. The Company's books of account
shall be kept using the method of accounting determined by the
Member. The Company's independent auditor shall be an independent
public accounting firm selected by the Member.
18. Reports.
a. Within 60 days after the end of each fiscal quarter,
the Member shall cause to be prepared an unaudited report setting
forth as of the end of such fiscal quarter:
(i) unless such quarter is the last fiscal
quarter, a balance sheet of the Company; and
(ii) unless such quarter is the last fiscal
quarter, an income statement of the Company for such fiscal
quarter.
b. The Member shall cause to be prepared within 90 days
after the end of each fiscal year, an audited or unaudited report
setting forth as of the end of such fiscal year:
(i) a balance sheet of the Company;
(ii) an income statement of the Company for such
fiscal year; and
(iii) a statement of such Member's capital
account.
c. The Member shall, after the end of each fiscal year,
use reasonable efforts to cause the Company's independent
accountants to prepare and transmit to each Member as promptly as
such tax information as may be reasonably necessary to enable such
Member to prepare its federal, state and local income tax returns
relating to such fiscal year.
19. INTENTIONALLY OMITTED.
20. Exculpation and Indemnification.
a. No Member, employee or agent of the Company and no
director, officer, employee, representative, agent or Affiliate of
the Member (collectively, the "Covered Persons") shall be liable
to the Company or any other Person who has an interest in or claim
against the Company for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority
conferred on such Covered Person by this Agreement, except that a
Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or
willful misconduct.
b. To the fullest extent permitted by applicable law, a
Covered Person shall be entitled to indemnification from the
Company for any loss, damage or claim incurred by such Covered
Person by reason of any act or omission performed or omitted by
such Covered Person in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement,
except that no Covered Person shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by such Covered
Person by reason of such Covered Person's gross negligence or
willful misconduct with respect to such acts or omissions;
provided, however, that any indemnity under this Section 20 shall
be provided out of and to the extent of Company assets only, and
no Member shall have personal liability on account thereof.
c. To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered Person
defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Company prior to the final
disposition of such claim, demand, action, suit or proceeding upon
receipt by the Company of an undertaking by or on behalf of the
Covered Person to repay such amount if it shall be determined that
the Covered Person is not entitled to be indemnified as authorized
in this Section 20.
d. A Covered Person shall be fully protected in relying
in good faith upon the records of the Company and upon such
information, opinions, reports or statements presented to the
Company by any Person as to matters the Covered Person reasonably
believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on
behalf of the Company, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities,
or any other facts pertinent to the existence and amount of assets
from which distributions to the Member might properly be paid.
e. To the extent that, at law or in equity, a Covered
Person has duties (including fiduciary duties) and liabilities
relating thereto to the Company or to any other Covered Person, a
Covered Person acting under this Agreement shall not be liable to
the Company or to any other Covered Person for its good faith
reliance on the provisions of this Agreement or any approval or
authorization granted by the Company or any other Covered Person.
The provisions of this Agreement, to the extent that they restrict
the duties and liabilities of a Covered Person otherwise existing
at law or in equity, are agreed by the Member to replace such
other duties and liabilities of such Covered Person.
f. The foregoing provisions of this Section 20 shall
survive any termination of this Agreement.
21. Assignments. Without the prior written consent of
Lender, neither Company nor its Member, except as permitted under
the Loan Agreement, shall:
(i) directly or indirectly sell, transfer, convey,
mortgage, pledge, or assign the Properties, any part thereof or
any interest therein (including any ownership interest in Company
or Member,
(ii) further encumber, alienate, xxxxx x xxxx or
xxxxx any other interest in the Properties or any part thereof
(including any ownership interest in Company and the Member)
whether voluntarily or involuntarily, or
(iii) enter into any easement or other agreement
granting rights in or restricting the use or development of the
Properties.
If the Member transfers all of its limited liability company
interest in the Company pursuant to this Section 21, the
transferee shall be admitted to the Company as a member of the
Company upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this
Agreement, which instrument may be a counterpart signature page to
this Agreement. Such admission shall be deemed effective
immediately prior to the transfer, and, immediately following such
admission, the transferor Member shall cease to be a member of the
Company. Notwithstanding anything in this Agreement to the
contrary, any successor to a Member by merger or consolidation in
compliance with the Basic Documents shall, without further act, be
a Member hereunder, and such merger or consolidation shall not
constitute an assignment for purposes of this Agreement.
22. Resignation.
So long as any Indebtedness is outstanding, the Initial
Member may not resign unless consistent with the transfer and
substitution provisions of the Loan Agreement. A Member (other
than the Initial Member) may resign from the Company with the
written consent of the Initial Member. If a Member is permitted
to resign pursuant to this Section 22, an additional member of the
Company shall be admitted to the Company upon its execution of an
instrument signifying its agreement to be bound by the terms and
conditions of this Agreement, which instrument may be a
counterpart signature page to this Agreement. Such admission
shall be deemed effective immediately prior to the resignation,
and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.
23. INTENTIONALLY OMITTED
24. Dissolution.
a. Subject to Section 9(b), the Company shall be
dissolved, and its affairs shall be wound up upon the first to
occur of the following: (i) the retirement, resignation or
dissolution of the Member or the occurrence of any other event
which terminates the continued membership of the Member in the
Company unless the business of the Company is continued in a
manner permitted by the Act or (ii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.
b. Notwithstanding any other provision to the contrary,
the Bankruptcy of the Member shall not cause the Member to cease
to be a member of the Company and upon the occurrence of such an
event, the business of the Company shall continue without
dissolution. Notwithstanding any other provision of this
Agreement, the Member waives any right it might have under Section
18-801(b) of the Act to agree in writing to dissolve the Company
upon the Bankruptcy of the Member or the occurrence of an event
that causes a Member to cease to be a member of the Company.
c. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its
affairs (including the sale of the assets of the Company in an
orderly manner), and the assets of the Company shall be applied in
the manner, and in the order of priority, set forth in Section 18-
804 of the Act.
25. Waiver of Partition; Nature of Interest.
Except as otherwise expressly provided in this Agreement, to
the fullest extent permitted by law, each Member hereby
irrevocably waives any right or power that such Member might have
to cause the Company or any of its assets to be partitioned, to
cause the appointment of a receiver for all or any portion of the
assets of the Company, to compel any sale of all or any portion of
the assets of the Company pursuant to any applicable law or to
file a complaint or to institute any proceeding at law or in
equity to cause the dissolution, liquidation, winding up or
termination of the Company. No Member shall have any interest in
any specific assets of the Company, and no Member shall have the
status of a creditor with respect to any distribution pursuant to
Section 16 hereof. The interest of the Member in the Company is
personal property.
26. Benefits of Agreement; No Third-Party Rights.
None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditor of the Company or by any
creditor of any Member. Nothing in this Agreement shall be deemed
to create any right in any Person (other than Covered Persons) not
a party hereto, and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of
any third Person.
27. Severability of Provisions.
Each provision of this Agreement shall be considered
severable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any
existing or future law, such invalidity, unenforceability or
illegality shall not impair the operation of or affect those
portions of this Agreement which are valid, enforceable and legal.
28. Entire Agreement.
This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof.
29. Governing Law.
This Agreement shall be governed by and construed under the
laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
30. Amendments.
Subject to Section 9(b), this Agreement may not be modified,
altered, supplemented or amended except pursuant to a written
agreement executed and delivered by the Member.
31. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Agreement and
all of which together shall constitute one and the same
instrument.
32. Notices.
Any notices required to be delivered hereunder shall be in
writing and personally delivered, mailed or sent by telecopy,
electronic mail, or other similar form of rapid transmission, and
shall be deemed to have been duly given upon receipt (a) in the
case of the Company, to the Company at its address in Section 2,
(b) in the case of a Member, to such Member at its address as
listed on Schedule B attached hereto and (c) in the case of either
of the foregoing, at such other address as may be designated by
written notice to the other party.
33. Enforcement by Board of Directors of Member
Notwithstanding any other provision of this Agreement, the
Member agrees that this Agreement, including, without limitation,
Sections 7, 8, 9, 10, 20, 21, 22, 24, 26, 30 or this Section 33,
constitutes a legal, valid and binding agreement of the Member,
and is enforceable against the Member by each member of the board
of directors of the Member (including the Independent Director of
the board), in accordance with its terms. Notwithstanding, any
other provision of this Agreement, the Independent Director of the
Member is an intended beneficiary of the Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the ____ day
of September, 1998.
MEMBER:
INLAND REAL ESTATE LB I
CORPORATION, a Delaware corporation
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Assistant Secretary
IN WITNESS WHEREOF, the Company hereby agrees to be bound by
this Agreement and hereby becomes a party thereto, this ________
day of September, 1998.
INLAND REAL ESTATE LB I
CORPORATION, a Delaware corporation
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Assistant Secretary
SCHEDULE A
Definitions
A. Definitions
When used in this Agreement, the following terms not otherwise
defined herein have the following meanings:
"Act" has the meaning set forth in the preamble to this Agreement.
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly Controlling or Controlled by or under
direct or indirect common Control with such Person.
"Agreement" means this Limited Liability Company Agreement of the
Company, together with the schedules attached hereto, as amended,
restated or supplemented form time to time.
"Bankruptcy" means, with respect to any Person, if such Person (i)
makes an assignment for the benefit of creditors, (ii) files a
voluntary petition in bankruptcy, (iii) is adjudged as bankrupt or
insolvent, or has entered against it an order for relief, in any
bankruptcy or insolvency proceeding, (iv) files a petition or
answer seeking for itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, (v) files an answer
or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding of
this nature, (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receivor or liquidator of the Person or
of all or any substantial part of its properties, or (vii) if 120
days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law
or regulation, if the proceeding has not been dismissed, or if
within 90 days after the appointment without such Person's consent
or acquiescence of a trustee, receiver or liquidator of such
Person or of all or any substantial part of its properties, the
appointment is not vacated or stayed, or within 90 days after the
expiration of any such stay, the appointment is not vacated.
"Basic Documents" means Loan Agreement, Promissory Note, Mortgage
and Security Agreement, Assignment of Leases and Rents, Assignment
of Management Agreement and Subordination of Management Fees,
Environmental Indemnity Agreement, and Cash Management Agreement
and any other Loan Documents executed by the Company in favor of
the Lender.
"Certificate of Formation" means the Certificate of Formation of
the Company filed with the Secretary of State of the State of
Delaware on September _______, 1998, as amended or amended and
restated from time to time.
"Collateral" has the meaning assigned to that term in the Loan
Agreement.
"Company" means Inland Real Estate LB I LLC, a Delaware limited
liability company.
"Control" means the possession, directly or indirectly, or the
power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting
securities or general partnership or managing member interests, by
contract or otherwise. "Controlling" and "Controlled" shall have
correlative meanings. Without limiting the generality of the
foregoing, a Person shall be deemed to Control any other Person in
which it owns, directly or indirectly, a majority of the ownership
interests.
"Covered Persons" has the meaning set forth in Section 20a.
"Indebtedness" means the obligations of the Company arising under
the Note.
"Initial Member" means Inland Real Estate LB I Corporation, as the
sole member of the Company.
"Loan Agreement" means that certain Loan Agreement by and between
the Company and Xxxxxx Financial Corporation.
"Member" means the Initial Member and includes any Person admitted
as an additional member of the Company or a substitute member of
the Company pursuant to the provisions of this Agreement.
"Note" shall mean that certain note made by Company in favor of
Xxxxxx Financial Corporation, as the same may be amended,
restated, replaced, supplemented, or otherwise modified from time
to time, including any Defeased Note and Undefeased Note that may
exist from time to time.
"Note Trustee" means the note trustee as appointed by Xxxxxx
Financial Corporation.
"Officer's Certificate" has the meaning assigned to that term in
the Loan Agreement.
"Properties" means those properties listed on Schedule C.
"Person" means any individual, corporation, partnership, joint
venture, limited liability company, limited liability partnership,
association, joint-stock company, trust, unincorporated
organization, or other organization, whether or not a legal
entity, and any governmental authority.
"Rating Agency" has the meaning assigned to that term in the Loan
Agreement.
"Rating Agency Condition" means, with respect to any action that
each of the Rating Agencies shall have notified the Lender in
writing that such action will not result in a reduction,
qualification, or withdrawal of the then current rating by such
Rating Agency of any Series or Class of the Notes.
B. Rules of Construction
Definitions in this Agreement apply equally to both the singular
and plural forms of the defined terms. The words "include" and
"including" shall be deemed to be followed by the phrase "without
limitation." The terms "herein," "hereof" and "hereunder" and
other words of similar import refer to this Agreement as a whole
and not to any particular Section, paragraph or subdivision. The
Section titles appear as a matter of convenience only and shall
not affect the interpretation of this Agreement. All Section,
paragraph, clause, Exhibit or Schedule references not attributed
to a particular document shall be references to such parts of this
Agreement.
SCHEDULE B
Member(s)
Agreed Value of Percentage
Name Mailing Address Capital Contribution Interest
Inland Real Estate 0000 Xxxxxxxxxxx Xx.
LB I Corporation Xxx Xxxxx, XX 00000 100%
SCHEDULE C
List of the Properties
LAKE PARK PLAZA SHOPPING CENTER
0000 Xxxxxxxx Xxxxxx, Xxxxx 421
Michigan City, Indiana
ST. XXXXX CROSSING SHOPPING CENTER
000-000 X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx
HOMEWOOD PLAZA SHOPPING CENTER
00000 X. Xxxxxxx
Xxxxxxxx, Xxxxxxxx
HIGH POINT CENTRE SHOPPING CENTER
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx
CHESTNUT COURT SHOPPING CENTER
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxx
OAK FOREST COMMONS SHOPPING CENTER
NE corner of 000xx xxx Xxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxx
NAPER WEST PLAZA SHOPPING CENTER
000-000 X. Xxxxx 00
Xxxxxxxxxx, Xxxxxxxx
BERGEN PLAZA SHOPPING CENTER
0000 00xx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx
WAUCONDA SHOPPING CENTER
000-000 X. Xxxxxxx Xxxxxx (Xxxxx 000)
Xxxxxxxx, Xxxxxxxx
XXXXXX/MILWAUKEE PLAZA SHOPPING CENTER
0000-0000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
WESTERN XXXXXX SHOPPING CENTER
0000-00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
ELMHURST CITY CENTRE
Lot 2: 000 X. Xxxx Xxxx
Lot 4: Xxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx
