0001222840-08-000014 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

November, 2007 ("Agreement"), by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a StateplaceMaryland corporation (the "Company"), and Ann M. Sharp ("Indemnitee").

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CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 14th day of August, 2007, by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“IWEST”), and Daniel L. Goodwin (the “Consultant”).

LICENSE AGREEMENT
License Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This License Agreement (“Agreement”), by and between The Inland Real Estate Group, Inc., an Illinois corporation with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensor”), and Inland Northwest Management Corp., a Delaware corporation, with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Licensee”), is effective, nunc pro tunc, as of November 10, 2003 (the “Effective Date”), and executed as of November 15, 2007.

TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT
Due Diligence Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

THIS TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 15th of November, 2007, by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“Client”), and INLAND REAL ESTATE ACQUISITIONS, INC., Illinois corporation (“Service Provider”).

PERSONNEL SERVICES AGREEMENT
Personnel Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Personnel Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND PAYROLL SERVICES, INC., an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

OFFICE AND FACILITIES MANAGEMENT SERVICES AGREEMENT
Office and Facilities Management Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Office and Facilities Management Services Agreement (this “Agreement”), dated as of February 10, 2005 (the “Effective Date”), is entered into by and among INLAND FACILITIES MANAGEMENT, INC., an Illinois corporation (“IFMI”), INLAND OFFICE SERVICES, INC., an Illinois corporation, Inland Real Estate Strategic Services, Inc. (“IRESSI”), an Illinois corporation (IFMI, IOS and IRESSI, individually, “Service Provider” and collectively, “Service Providers”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

AMENDMENT TO LOAN SERVICES AGREEMENT
Loan Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Loan Services Agreement dated as of January 1, 2004, as amended,("Services Agreement") made between INLAND MORTGAGE SERVICING CORPORATION ("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

PROPERTY TAX SERVICES AGREEMENT
Property Tax Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Property Tax Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INVESTORS PROPERTY TAX SERVICES, INC., an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT
Insurance and Risk Management Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Insurance and Risk Management Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND RISK AND INSURANCE MANAGEMENT SERVICES, INC., an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

FIRST AMENDMENT TO LOAN SERVICES AGREEMENT
Loan Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This First Amendment to that certain Loan Services Agreement dated as of January 1, 2004 (“Services Agreement”) made between INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC, (“Business Manager”) a Maryland corporation and INLAND MORTGAGE SERVICING CORPORATION (“Service Provider”), an Illinois corporation, is made as of May 1, 2005.

AMENDMENT TO PERSONNEL SERVICES AGREEMENT
Personnel Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Personnel Services Agreement dated as of January 1, 2004 ("Services Agreement") made between INLAND PAYROLL SERVICES, INC. (n/k/a Inland Human Resource Services, Inc.)("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

LOAN SERVICES AGREEMENT
Loan Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Loan Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND MORTGAGE SERVICING CORPORATION, an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

LEGAL SERVICES AGREEMENT
Legal Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Legal Services Agreement (this “Agreement”), dated as of November 15, 2007 (the “Effective Date”), is entered into by and between The Inland Real Estate Group, Inc. an Illinois corporation (“Service Provider”) and Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “Client”).

MORTGAGE BROKERAGE SERVICES AGREEMENT
Mortgage Brokerage Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Mortgage Brokerage Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND MORTGAGE INVESTMENT CORPORATION, an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

SUBLEASE
Sublease • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS SUBLEASE is made as of November 15, 2007 between INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation, (“Sublessor”) and INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, (“Sublessee”).

COMPUTER SERVICES AGREEMENT
Computer Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Computer Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND COMPUTER SERVICES, INC., an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

AMENDMENT TO COMMUNICATIONS SERVICES AGREEMENT
Communications Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Communications Services Agreement dated as of January 1, 2004 ("Services Agreement") made between INLAND COMMUNICATIONS, INC. ("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

AMENDMENT TO COMPUTER SERVICES AGREEMENT
Computer Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Computer Services Agreement dated as of January 1, 2004 ("Services Agreement") made between INLAND COMPUTER SERVICES, INC. ("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

LANDLORD’S AGREEMENT
Landlord’s  agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

THIS LANDLORD’S AGREEMENT (this “Agreement”) is made and entered into this 15th day of November, 2007 by and among INLAND 2905 & 2907 BUTTERFIELD ROAD, L.L.C., a Delaware limited liability company (“Landlord”) and INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“Subtenant”).

AMENDMENT TO INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT
Insurance and Risk Management Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Insurance and Risk Management Services Agreement dated as of January 1, 2004 ("Services Agreement") made between INLAND RISK AND INSURANCE MANAGEMENT SERVICES, INC.("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

SECOND AMENDMENT TO MORTGAGE BROKERAGE SERVICES AGREEMENT
Mortgage Brokerage Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Second Amendment to that certain Mortgage Brokerage Services Agreement dated as of January 1, 2004, as amended ("Services Agreement"), made between INLAND MORTGAGE INVESTMENT CORPORATION ("Service Provider"), an Illinois corporation whose interest in such agreement has been assigned to Inland Mortgage Brokerage Corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

INSTITUTIONAL INVESTOR RELATIONSHIPS SERVICES AGREEMENT
Institutional Investor Relationships Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Institutional Investor Relationships Services Agreement (this “Agreement”), executed on November 15, 2007 and effective as of May 3, 2006 (the “Effective Date”), is entered into by and between INLAND INSTUTIONAL CAPITAL PARTNERS CORPORATION, an Illinois corporation (“Service Provider”), and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

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AMENDMENT TO OFFICE AND FACILITIES MANAGEMENT SERVICES AGREEMENT
Office and Facilities Management Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Office and Facilities Management Services Agreement dated as of February 10, 2005 ("Services Agreement") made between INLAND FACILITIES MANAGEMENT, INC., INLAND OFFICE SERVICES, INC., INLAND REAL ESTATE STRATEGIC SERVICES, INC. (n/k/a Inland Purchasing Services, Inc. ) (collectively, "Service Provider"), all Illinois corporations, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

SECOND AMENDMENT TO LOAN SERVICES AGREEMENT
Loan Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Second Amendment to that certain Loan Services Agreement dated as of January 1, 2004 (“Services Agreement”) made between INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., (“Business Manager”) a Maryland corporation and INLAND MORTGAGE SERVICING CORPORATION (“Service Provider”), an Illinois corporation, is made as of May 1, 2005.

AMENDMENT TO PROPERTY TAX SERVICES AGREEMENT
Property Tax Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Amendment to that certain Property Tax Services Agreement dated as of January 1, 2004 ("Services Agreement") made between INVESTORS PROPERTY TAX SERVICES, INC. ("Service Provider"), an Illinois corporation, and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC. ("Business Manager"), an Illinois corporation, is made as of November 15, 2007 by the parties to the Services Agreement.

LICENSE AGREEMENT MODIFICATION
License Agreement Modification • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This License Agreement Modification is made this 15th day of November, 2007 by and between The Inland Real Estate Group, Inc., an Illinois corporation (“Licensor”) and Inland Western Retail Real Estate Trust, Inc., a Corporation, a Maryland corporation (“Licensee”).

FIRST AMENDMENT TO MORTGAGE BROKERAGE SERVICES AGREEMENT
Mortgage Brokerage Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This First Amendment to that certain Mortgage Brokerage Services Agreement dated as of November 1, 2006 (“Services Agreement”) made between INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., (“Business Manager”) a Maryland corporation and INLAND MORTGAGE BROKERAGE CORPORATION (“Service Provider”), an Illinois corporation, is made as of November 1, 2006.

COMMUNICATIONS SERVICES AGREEMENT
Communications Services Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts

This Communications Services Agreement (this “Agreement”), dated as of January 1, 2004 (the “Effective Date”), is entered into by and between INLAND COMMUNICATIONS, INC., an Illinois corporation (“Service Provider”) and INLAND WESTERN RETAIL REAL ESTATE ADVISORY SERVICES, INC., an Illinois corporation (the “Business Manager”).

ESCROW AGREEMENT
Escrow Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of November, 2007 (the “Effective Date”), by and among INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“IREIC”); INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“IWEST”); IWEST MERGER AGENT, LLC, in its capacity as agent (the “Agent”) for the Stockholders (as defined below); and LASALLE BANK, N.A., as escrow agent (“Escrow Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2008 • Inland Western Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Registration Rights Agreement (the “Agreement”) is made and entered into effective as of the 15th day of November, 2007, by and among Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “IWEST”), Inland Real Estate Investment Corporation, a Delaware corporation (“IREIC”) and IWEST Merger Agent. LLC, as agent for the stockholders of the Management Companies (as defined herein) that are listed on Schedule A hereto (the “Management Company Stockholders”; each of IREIC and the Management Company Stockholders being hereinafter referred to as a “Stockholder” and collectively the “Stockholders”).

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