Common use of DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS Clause in Contracts

DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS. A. The Manager hereby delegates to Cordish the specific and exclusive authority to arrange for, negotiate and acquire in the manner provided in Section 6.5 hereof, one or more -32- Additional Properties. However, except as provided in Section 6.2.C below, Cordish shall not manage or bind the Company with respect to the Existing Property. Subject to the terms of this Section 6.2 and Section 6.5 hereof, the signature of Cordish alone shall be both necessary and sufficient to: (i) acquire any Additional Property; (ii) organize any Additional Property Owner Entity; (iii) execute any promissory notes, deeds of trust, mortgages, or other instruments of hypothecation with respect to the financing or re-financing of any Additional Property; or (iv) enter into any partnership, operating or other agreements with respect to an Additional Property Owner Entity, or any entity in which any Additional Property Owner Entity holds an equity interest. All of the Members agree that a copy of this Agreement may be furnished to appropriate third parties in order to confirm the matters set forth in the immediately preceding sentence. Inland agrees to cooperate with Cordish by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to an Additional Property Owner Entity that Cordish has the power and authority set forth in this Section 6.2.A. B. In addition, notwithstanding any provision of Section 6.1 to the contrary, but subject in all respects to the provisions of this Section 6.2 and Section 6.5 hereof, the Manager hereby delegates to Cordish the specific and exclusive authority to direct the management of the business and affairs of any Additional Property Owner Entity and the Additional Properties. In connection therewith, Cordish is authorized, in the name of and on behalf of the Company, to cause any Additional Property Owner Entity to take any and all actions whatsoever, including but not limited to the following actions: (i) To negotiate, in the name of and on behalf of the Additional Property Owner Entity, financing for the acquisition, construction, development, redevelopment, or improvement of the Additional Property, which may be secured by the Additional Property (but which shall be nonrecourse in all respects to the Company and Inland and shall be secured solely by the Additional Property to which such financing relates, together with any guaranty or credit enhancement given by Cordish or any Cordish Affiliate) and to take any and all actions necessary or convenient to cause the Additional Property Owner Entity to close on any such financing, PROVIDED, HOWEVER, that (a) prior to such Additional Property Owner Entity executing any binding agreement regarding such financing, Cordish shall consult with Inland regarding the terms of the financing and shall provide Inland with the opportunity to review any material documents to be executed by the Additional Property Owner Entity in connection therewith, although so long as the financing is consistent with and satisfies the guidelines set forth above in this subsection 6.2.B(i), or so long as the Additional Property Owner Entity owns a minority equity interest in another entity (and does not own a direct real property interest) and does not incur such financing directly, Inland's consent to such execution shall not be required, (b) payment and performance of any recourse financing secured by an Additional Property from a third-party lender unaffiliated with Cordish shall be guaranteed by Cordish (or an Affiliate thereof or any other Person other than the Company) and (c) such financing shall be an "Approved Financing" under the terms and conditions of EXHIBIT B attached hereto. No guaranty or credit enhancement (or payment thereunder) provided by Cordish shall increase Cordish's Capital Account or Cordish's Adjusted Capital Balance; instead any such payment shall be treated as a Development Loan (subject to the terms of Section 6.5.F hereof) to the Additional Property Owner Entity. (ii) To direct the Additional Property Owner Entity with respect to the entering into, modifying, extending, making any decisions required or permitted to be made under, enforcing any of an Additional Property Owner Entity's rights under or terminating the management agreement for the Additional Property. (iii) To take any action enumerated under Sections 6.1.B and 6.1.C, but solely with respect to the Additional Property and in the name of the Additional Property Owner Entity, provided however that, notwithstanding any provision hereof to the contrary (other than as provided in Section 9.6), the disposition by the Company of an interest in an Additional Property Owner Entity and/or the disposition by an Additional Property Owner Entity of any Additional Property, any part thereof or any interest therein, shall require the consent of Inland. (iv) Subject to the provisions of this Agreement, to take any other action associated with the construction, improvement, development and/or redevelopment of the Additional Property, including the negotiation and execution of any and all contracts or agreements in connection therewith. (v) To take any other action and make any other decision pertaining to the conduct of the business and affairs of the Additional Property Owner Entity and the Additional Property. Notwithstanding any provision of this Section 6.2, the actions described in Sections 6.1.D shall constitute Major Decisions as they relate to the Additional Properties which Cordish shall not have the right to take pursuant to the provisions of this Section 6.2 and/or Section 6.5 without the prior written consent of Inland; C. Notwithstanding anything to the contrary otherwise contained herein, Inland recognizes and agrees that, pursuant to the terms and conditions of that certain Leasing and Construction Services Agreement (the "LEASING AGREEMENT") of even date herewith, Cordish has the right and power to provide certain leasing and construction services to the Existing Property on behalf of the Owner Entity, and Cordish may withdraw and use funds in the Operations Reserve to fulfill any obligations of Cordish under the Leasing Agreement. D. Notwithstanding any provision of this Agreement to the contrary, if Inland reasonably determines that the Company, any Owner Entity or any Additional Property Owner Entity has taken or expects to take an action that would jeopardize Inland's status as a REIT, Inland shall have absolute authority to take any and all actions that Inland reasonably determines is necessary to preserve the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland; provided that, such action by Inland shall not alter or diminish the distributions to Cordish under Article IV and Article IX of this Agreement. In furtherance of the foregoing, Cordish hereby covenants and agrees that it shall timely deliver to Inland monthly reports, and such other documents and information as Inland shall reasonably request, regarding the operations relating to the Additional Properties in order to enable Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements and in order to enable Inland to preserve the continued qualification of Inland as a REIT and to avoid the imposition of additional taxes under the REIT Rules on Inland. Without limiting in any way its obligations under this Section 6.2.D, in connection with its obligations under this Section 6.2.D, Cordish hereby covenants and agrees to (i) cooperate with and provide accurate information to Inland to the extent necessary for Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements (which require that Inland satisfies certain income and asset tests which could be impacted by the operations of the Additional Properties), (ii) notify Inland in writing prior to Cordish adding services not currently provided to tenants or others (to verify that any such services do not cause any amounts of gross income that would otherwise qualify under Section 856(c)(3) of the Code to fail to qualify under such Code provision as a result of the provision of such services), (iii) provide Inland with quarterly asset and income statements, within twenty (20) days after the end of each calendar quarter, in a form to be provided to Cordish by Inland, (iv) timely and accurately complete and respond in full to any and all annual questionnaires delivered by Inland, to the extent reasonably related to Inland's qualification or taxation as a REIT, (v) notify Inland in writing prior to the acquisition of any securities and prior to having any tenant issue promissory notes or other securities in lieu of, or in addition to, such tenant's obligations to pay rent under any sublease and (vi) cause each Additional Property Owner Entity to derive solely gross income from operations that is described from time to time by Inland in written guidance delivered to Cordish or is otherwise permitted under the REIT Rules. Notwithstanding anything in this Agreement to the contrary, Cordish shall not be required independently to determine whether any transaction or arrangement could jeopardize Inland's ability to qualify as a REIT or would result in the imposition of additional taxes on Inland under the REIT Rules; PROVIDED, HOWEVER, that if Cordish has actual knowledge or believes, or is otherwise informed by Inland in the exercise of Inland's reasonable judgment, that a transaction or arrangement involving an Additional Property, a potential Additional Property or an Additional Property Owner Entity would jeopardize Inland's ability to qualify as a REIT or result in Inland's payment of additional taxes under the REIT Rules, Cordish and the Additional Property Owner Entity shall take such actions (or refrain from taking such actions) as are required to protect Inland's REIT status or to avoid the imposition of such taxes (as the case may be); PROVIDED, FURTHER, that if (a) Cordish or any Additional Property Owner Entity is required under this Agreement to take actions (or refrain from taking such actions) to protect Inland's REIT status or to avoid such additional taxes, (b) such action is not otherwise contemplated by this Agreement, and (c) such action (or inaction) causes Cordish or the Additional Property Owner Entity to incur costs or damages, Inland shall reimburse Cordish or the Additional Property Owner Entity (as applicable) for the amount of the reasonable costs and damages so incurred. In addition to the foregoing, the Members have consented and agreed to enter into that certain Declaration of Trust and related agreements as set forth on EXHIBIT C attached hereto as of the date hereof; provided, however, that Inland shall reimburse any Additional Property Owner for any loss, cost, expense and damage as a result of the transfer of any Additional Property to such Trust. Cordish hereby covenants and agrees to have its representatives meet from time to time (at least quarterly) with representatives of Inland, at the reasonable request of Inland, to review the current status of the REIT Rules and applicable compliance and reporting obligations as they pertain to the operation of the Additional Properties.

DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS. A. The Manager hereby delegates to Cordish the specific and exclusive authority to arrange for, negotiate and acquire in the manner provided in Section 6.5 hereof, one or more -32- Additional Properties. However, except as provided in Section 6.2.C below, Cordish shall not manage or bind the Company with respect to the Existing Property. Subject to the terms of this Section 6.2 and Section 6.5 hereof, the signature of Cordish alone shall be both necessary and sufficient to: (i) acquire any Additional Property; (ii) organize any Additional Property Owner Entity; (iii) execute any promissory notes, deeds of trust, mortgages, or other instruments of hypothecation with respect to the financing or re-financing of any Additional Property; or (iv) enter into any partnership, operating or other agreements with respect to an Additional Property Owner Entity, or any entity in which any Additional Property Owner Entity holds an equity interest. All of the Members agree that a copy of this Agreement may be furnished to appropriate third parties in order to confirm the matters set forth in the immediately preceding sentence. Inland agrees to cooperate with Cordish by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to an Additional Property Owner Entity that Cordish has the power and authority set forth in this Section 6.2.A. B. In addition, notwithstanding any provision of Section 6.1 to the contrary, but subject in all respects to the provisions of this Section 6.2 and Section 6.5 hereof, the Manager hereby delegates to Cordish the specific and exclusive authority to direct the management of the business and affairs of any Additional Property Owner Entity and the Additional Properties. In connection therewith, Cordish is authorized, in the name of and on behalf of the Company, to cause any Additional Property Owner Entity to take any and all actions whatsoever, including but not limited to the following actions: (i) To negotiate, in the name of and on behalf of the Additional Property Owner Entity, financing for the acquisition, construction, development, redevelopment, or improvement of the Additional Property, which may be secured by the Additional Property (but which shall be nonrecourse in all respects to the Company and Inland and shall be secured solely by the Additional Property to which such financing relates, together with any guaranty or credit enhancement given by Cordish or any Cordish Affiliate) and to take any and all actions necessary or convenient to cause the Additional Property Owner Entity to close on any such financing, PROVIDED, HOWEVER, that (a) prior to such Additional Property Owner Entity executing any binding agreement regarding such financing, Cordish shall consult with Inland regarding the terms of the financing and shall provide Inland with the opportunity to review any material documents to be executed by the Additional Property Owner Entity in connection therewith, although so long as the financing is consistent with and satisfies the guidelines set forth above in this subsection 6.2.B(i), or so long as the Additional Property Owner Entity owns a minority equity interest in another entity (and does not own a direct real property interest) and does not incur such financing directly, Inland's consent to such execution shall not be required, (b) payment and performance of any recourse financing secured by an Additional Property from a third-party lender unaffiliated with Cordish shall be guaranteed by Cordish (or an Affiliate thereof or any other Person other than the Company) and (c) such financing shall be an "Approved Financing" under the terms and conditions of EXHIBIT B attached hereto. No guaranty or credit enhancement (or payment thereunder) provided by Cordish shall increase Cordish's Capital Account or Cordish's Adjusted Capital Balance; instead instead, any such payment shall be treated as a Development Loan (subject to the terms of Section 6.5.F hereof) to the Additional Property Owner Entity. (ii) To direct the Additional Property Owner Entity with respect to the entering into, modifying, extending, making any decisions required or permitted to be made under, enforcing any of an Additional Property Owner Entity's rights under or terminating the management agreement for the Additional Property. (iii) To take any action enumerated under Sections 6.1.B and 6.1.C, but solely with respect to the Additional Property and in the name of the Additional Property Owner Entity, provided however that, notwithstanding any provision hereof to the contrary (other than as provided in Section 9.6), the disposition by the Company of an interest in an Additional Property Owner Entity and/or the disposition by an Additional Property Owner Entity of any Additional Property, any part thereof or any interest therein, shall require the consent of Inland. (iv) Subject to the provisions of this Agreement, to take any other action associated with the construction, improvement, development and/or redevelopment of the Additional Property, including the negotiation and execution of any and all contracts or agreements in connection therewith. (v) To take any other action and make any other decision pertaining to the conduct of the business and affairs of the Additional Property Owner Entity and the Additional Property. Notwithstanding any provision of this Section 6.2, the actions described in Sections 6.1.D shall constitute Major Decisions as they relate to the Additional Properties which Cordish shall not have the right to take pursuant to the provisions of this Section 6.2 and/or Section 6.5 without the prior written consent of Inland; C. Notwithstanding anything to the contrary otherwise contained herein, Inland recognizes and agrees that, pursuant to the terms and conditions of that certain Leasing and Construction Services Agreement (the "LEASING AGREEMENT") of even date herewith, Cordish has the right and power to provide certain leasing and construction services to the Existing Property on behalf of the Owner Entity, and Cordish may withdraw and use funds in the Operations Reserve to fulfill any obligations of Cordish under the Leasing Agreement. D. Notwithstanding any provision of this Agreement to the contrary, if Inland reasonably determines that the Company, any Owner Entity or any Additional Property Owner Entity has taken or expects to take an action that would jeopardize Inland's status as a REIT, Inland shall have absolute authority to take any and all actions that Inland reasonably determines is necessary to preserve the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland; provided that, such action by Inland shall not alter or diminish the distributions to Cordish under Article IV and Article IX of this Agreement. In furtherance of the foregoing, Cordish hereby covenants and agrees that it shall timely deliver to Inland monthly reports, and such other documents and information as Inland shall reasonably request, regarding the operations relating to the Additional Properties in order to enable Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements and in order to enable Inland to preserve the continued qualification of Inland as a REIT and to avoid the imposition of additional taxes under the REIT Rules on Inland. Without limiting in any way its obligations under this Section 6.2.D, in connection with its obligations under this Section 6.2.D, Cordish hereby covenants and agrees to (i) cooperate with and provide accurate information to Inland to the extent necessary for Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements (which require that Inland satisfies certain income and asset tests which could be impacted by the operations of the Additional Properties), (ii) notify Inland in writing prior to Cordish adding services not currently provided to tenants or others (to verify that any such services do not cause any amounts of gross income that would otherwise qualify under Section 856(c)(3) of the Code to fail to qualify under such Code provision as a result of the provision of such services), (iii) provide Inland with quarterly asset and income statements, within twenty (20) days after the end of each calendar quarter, in a form to be provided to Cordish by Inland, (iv) timely and accurately complete and respond in full to any and all annual questionnaires delivered by Inland, to the extent reasonably related to Inland's qualification or taxation as a REIT, (v) notify Inland in writing prior to the acquisition of any securities and prior to having any tenant issue promissory notes or other securities in lieu of, or in addition to, such tenant's obligations to pay rent under any sublease and (vi) cause each Additional Property Owner Entity to derive solely gross income from operations that is described from time to time by Inland in written guidance delivered to Cordish or is otherwise permitted under the REIT Rules. Notwithstanding anything in this Agreement to the contrary, Cordish shall not be required independently to determine whether any transaction or arrangement could jeopardize Inland's ability to qualify as a REIT or would result in the imposition of additional taxes on Inland under the REIT Rules; PROVIDED, HOWEVER, that if Cordish has actual knowledge or believes, or is otherwise informed by Inland in the exercise of Inland's reasonable judgment, that a transaction or arrangement involving an Additional Property, a potential Additional Property or an Additional Property Owner Entity would jeopardize Inland's ability to qualify as a REIT or result in Inland's payment of additional taxes under the REIT Rules, Cordish and the Additional Property Owner Entity shall take such actions (or refrain from taking such actions) as are required to protect Inland's REIT status or to avoid the imposition of such taxes (as the case may be); PROVIDED, FURTHER, that if (a) Cordish or any Additional Property Owner Entity is required under this Agreement to take actions (or refrain from taking such actions) to protect Inland's REIT status or to avoid such additional taxes, (b) such action is not otherwise contemplated by this Agreement, and (c) such action (or inaction) causes Cordish or the Additional Property Owner Entity to incur costs or damages, Inland shall reimburse Cordish or the Additional Property Owner Entity (as applicable) for the amount of the reasonable costs and damages so incurred. In addition to the foregoing, the Members have consented and agreed to enter into that certain Declaration of Trust and related agreements as set forth on EXHIBIT C attached hereto as of the date hereof; provided, however, that Inland shall reimburse any Additional Property Owner for any loss, cost, expense and damage as a result of the transfer of any Additional Property to such Trust. Cordish hereby covenants and agrees to have its representatives meet from time to time (at least quarterly) with representatives of Inland, at the reasonable request of Inland, to review the current status of the REIT Rules and applicable compliance and reporting obligations as they pertain to the operation of the Additional Properties.

DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS. A. The Manager hereby delegates to Cordish the specific and exclusive authority to arrange for, negotiate and acquire in the manner provided in Section 6.5 hereof, one or more -32- Additional Properties. However, except as provided in Section 6.2.C below, Cordish shall not manage or bind the Company with respect to the Existing Property. Subject to the terms of this Section 6.2 and Section 6.5 hereof, the signature of Cordish alone shall be both necessary and sufficient to: (i) acquire any Additional Property; (ii) organize any Additional Property Owner Entity; (iii) execute any promissory notes, deeds of trust, mortgages, or other instruments of hypothecation with respect to the financing or re-financing of any Additional Property; or (iv) enter into any partnership, operating or other agreements with respect to an Additional Property Owner Entity, or any entity in which any Additional Property Owner Entity holds an equity interest. All of the Members agree that a copy of this Agreement may be furnished to appropriate third parties in order to confirm the matters set forth in the immediately preceding sentence. Inland agrees to cooperate with Cordish by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to an Additional Property Owner Entity that Cordish has the power and authority set forth in this Section 6.2.A. B. In addition, notwithstanding any provision of Section 6.1 to the contrary, but subject in all respects to the provisions of this Section 6.2 and Section 6.5 hereof, the Manager hereby delegates to Cordish the specific and exclusive authority to direct the management of the business and affairs of any Additional Property Owner Entity and the Additional Properties. In connection therewith, Cordish is authorized, in the name of and on behalf of the Company, to cause any Additional Property Owner Entity to take any and all actions whatsoever, including but not limited to the following actions:; (i) To negotiate, in the name of and on behalf of the Additional Property Owner Entity, financing for the acquisition, construction, development, redevelopment, - 32 - or improvement of the Additional Property, which may be secured by the Additional Property (but which shall be nonrecourse in all respects to the Company and Inland and shall be secured solely by the Additional Property to which such financing relates, together with any guaranty or credit enhancement given by Cordish or any Cordish Affiliate) and to take any and all actions necessary or convenient to cause the Additional Property Owner Entity to close on any such financing, PROVIDED, HOWEVER, that (a) prior to such Additional Property Owner Entity executing any binding agreement regarding such financing, Cordish shall consult with Inland regarding the terms of the financing and shall provide Inland with the opportunity to review any material documents to be executed by the Additional Property Owner Entity in connection therewith, although so long as the financing is consistent with and satisfies the guidelines set forth above in this subsection 6.2.B(i), or so long as the Additional Property Owner Entity owns a minority equity interest in another entity (and does not own a direct real property interest) and does not incur such financing directly, Inland's consent to such execution shall not be required, (b) payment and performance of any recourse financing secured by an Additional Property from a third-party lender unaffiliated with Cordish shall be guaranteed by Cordish (or an Affiliate thereof or any other Person other than the Company) and (c) such financing shall be an "Approved Financing" under the terms and conditions of EXHIBIT B attached hereto. No guaranty or credit enhancement (or payment thereunder) provided by Cordish shall increase Cordish's Capital Account or Cordish's Adjusted Capital Balance; instead any such payment shall be treated as a Development Loan (subject to the terms of Section 6.5.F hereof) to the Additional Property Owner Entity. (ii) To direct the Additional Property Owner Entity with respect to the entering into, modifying, extending, making any decisions required or permitted to be made under, enforcing any of an Additional Property Owner Entity's rights under or terminating the management agreement for the Additional Property. (iii) To take any action enumerated under Sections 6.1.B and 6.1.C, but solely with respect to the Additional Property and in the name of the Additional Property Owner Entity, provided however that, notwithstanding any provision hereof to the contrary (other than as provided in Section 9.6), the disposition by the Company of an interest in an Additional Property Owner Entity and/or the disposition by an Additional Property Owner Entity of any Additional Property, any part thereof or any interest therein, shall require the consent of Inland. (iv) Subject to the provisions of this Agreement, to take any other action associated with the construction, improvement, development and/or redevelopment of the Additional Property, including the negotiation and execution of any and all contracts or agreements in connection therewith. (v) To take any other action and make any other decision pertaining to the conduct of the business and affairs of the Additional Property Owner Entity and the Additional Property. - 33 - Notwithstanding any provision of this Section 6.2, the actions described in Sections 6.1.D shall constitute Major Decisions as they relate to the Additional Properties which Cordish shall not have the right to take pursuant to the provisions of this Section 6.2 and/or Section 6.5 without the prior written consent of Inland; C. Notwithstanding anything to the contrary otherwise contained herein, Inland recognizes and agrees that, pursuant to the terms and conditions of that certain Leasing and Construction Services Agreement (the "LEASING AGREEMENT") of even date herewith, Cordish has the right and power to provide certain leasing and construction services to the Existing Property on behalf of the Owner Entity, and Cordish may withdraw and use funds in the Operations Reserve to fulfill any obligations of Cordish under the Leasing Agreement[Intentionally omitted.] D. Notwithstanding any provision of this Agreement to the contrary, if Inland reasonably determines that the Company, any Owner Entity or any Additional Property Owner Entity has taken or expects to take an action that would jeopardize Inland's status as a REIT, Inland shall have absolute authority to take any and all actions that Inland reasonably determines is necessary to preserve the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland; provided that, such action by Inland shall not alter or diminish the distributions to Cordish under Article IV and Article IX of this Agreement. In furtherance of the foregoing, Cordish hereby covenants and agrees that it shall timely deliver to Inland monthly reports, and such other documents and information as Inland shall reasonably request, regarding the operations relating to the Additional Properties in order to enable Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements and in order to enable Inland to preserve the continued qualification of Inland as a REIT and to avoid the imposition of additional taxes under the REIT Rules on Inland. Without limiting in any way its obligations under this Section 6.2.D, in connection with its obligations under this Section 6.2.D, Cordish hereby covenants and agrees to (i) cooperate with and provide accurate information to Inland to the extent necessary for Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements (which require that Inland satisfies certain income and asset tests which could be impacted by the operations of the Additional Properties), (ii) notify Inland in writing prior to Cordish adding services not currently provided to tenants or others (to verify that any such services do not cause any amounts of gross income that would otherwise qualify under Section 856(c)(3) of the Code to fail to qualify under such Code provision as a result of the provision of such services), (iii) provide Inland with quarterly asset and income statements, within twenty (20) days after the end of each calendar quarter, in a form to be provided to Cordish by Inland, (iv) timely and accurately complete and respond in full to any and all annual questionnaires delivered by Inland, to the extent reasonably related to Inland's qualification or taxation as a REIT, (v) notify Inland in writing prior to the acquisition of any securities and prior to having any tenant issue promissory notes or other securities in lieu of, or in addition to, such tenant's obligations to pay rent under any sublease and (vi) cause each Additional Property Owner Entity to derive solely gross income from operations that is described from time to time by Inland in written guidance delivered to Cordish or is otherwise permitted under the REIT Rules. Notwithstanding anything in this Agreement to the contrary, Cordish shall not be required independently to determine whether any transaction or arrangement could jeopardize Inland's ability to qualify as a REIT or would result in the imposition of additional taxes on Inland under the REIT Rules; PROVIDED, HOWEVER, that if Cordish has actual knowledge or believes, or is otherwise informed by Inland in the exercise of Inland's reasonable judgment, that a transaction or arrangement involving an Additional Property, a potential Additional Property or an Additional Property Owner Entity would jeopardize Inland's ability to qualify as a REIT or result in Inland's payment of additional taxes under the REIT Rules, Cordish and the Additional Property Owner Entity shall take such actions (or refrain from taking such actions) as are required to protect Inland's REIT status or to avoid the imposition of such taxes (as the case may be); PROVIDED, FURTHER, that if (a) Cordish or any Additional Property Owner Entity is required under this Agreement to take actions (or refrain from taking such actions) to protect Inland's REIT status or to avoid such additional taxes, (b) such action is not otherwise contemplated by this Agreement, and (c) such action (or inaction) causes Cordish or the Additional Property Owner Entity to incur costs or damages, Inland shall reimburse Cordish or the Additional Property Owner Entity (as applicable) for the amount of the reasonable costs and damages so incurred. In addition to the foregoing, the Members have consented and agreed to enter into that certain Declaration of Trust and related agreements as set forth on EXHIBIT C attached hereto as of the date hereof; provided, however, that Inland shall reimburse any Additional Property Owner for any loss, cost, expense and damage as a result of the transfer of any Additional Property to such Trust. Cordish hereby covenants and agrees to have its representatives meet from time to time (at least quarterly) with representatives of Inland, at the reasonable request of Inland, to review the current status of the REIT Rules and applicable compliance and reporting obligations as they pertain to the operation of the Additional Properties.

DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS. A. The Manager hereby delegates to Cordish the Associate Members the specific and exclusive authority to arrange for, negotiate and acquire in the manner provided in Section 6.5 hereof, one or more -32- Additional Properties. However, except as provided in Section 6.2.C below, Cordish shall the Associate Members may not manage or bind the Company with respect to the Existing Property. Subject to the terms of this Section 6.2 and Section 6.5 hereof, the signature of Cordish either Associate Member alone shall be both necessary and sufficient to: (i) acquire any Additional Property; (ii) organize any Additional Property Owner Entity; (iii) execute any promissory notes, deeds of trust, mortgages, or other instruments of hypothecation with respect to the financing or re-financing of any Additional Property; or (iv) enter into any partnership, operating or other agreements with respect to an Additional Property Owner Entity, or any entity in which any Additional Property Owner Entity holds an equity interest. All of the Members agree that a copy of this Agreement may be furnished to appropriate third parties in order to confirm the matters set forth in the immediately preceding sentence. Inland agrees to cooperate with Cordish each Associate Member by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to an Additional Property Owner Entity that Cordish such Associate Member has the power and authority set forth in this Section 6.2.A. B. In addition, notwithstanding any provision of Section 6.1 to the contrary, but subject in all respects to the provisions of this Section 6.2 and Section 6.5 hereof, the Manager hereby delegates to Cordish the Associate Members the specific and exclusive authority to direct the management of the business and affairs of any Additional Property Owner Entity and the Additional Properties. Cordish and CRC shall, between them, agree from time to time as to which Additional Properties and which Additional Property Owner Entities shall be managed by Cordish and which shall be managed by CRC. In connection therewith, Cordish, as to those Additional Properties owned by Cordish Managed Entities, and CRC, as to those Additional Properties owned by CRC Managed Entities, is authorized, in the name of and on behalf of the Company, to cause any such Additional Property Owner Entity to take any and all actions whatsoever, including but not limited to the following actions: (i) To negotiate, in the name of and on behalf of the Additional Property Owner Entity, financing for the acquisition, construction, development, redevelopment, or improvement of the Additional Property, which may be secured by the Additional Property (but which shall be nonrecourse in all respects to the Company and Inland and shall be secured solely by the Additional Property to which such financing relates, together with any guaranty or credit enhancement given by Cordish an Associate Member or any Cordish AffiliateAssociate Member Affiliate or other Person other than the Company) and to take any and all actions necessary or convenient to cause the Additional Property Owner Entity Entity, to close on any such financing, ; PROVIDED, HOWEVER, that (a) prior to such the Additional Property Owner Entity executing any binding agreement regarding such financingfinancing of an Additional Property, Cordish the applicable Associate Member shall consult with Inland regarding the terms of the financing and shall provide Inland with the opportunity to review any material documents to be executed by the Additional Property Owner Entity in connection therewith, although so long as the financing is consistent with and satisfies the guidelines set forth above in this subsection 6.2.B(i), or so long as the Additional Property Owner Entity owns a minority an equity interest in another entity (and does not own a direct real property interest) interest and does not incur such financing directly), Inland's consent to such execution shall not be required, (b) payment and performance of any recourse financing secured by an Additional Property managed by an Associate Member from a third-party lender unaffiliated with Cordish such Associate Member shall be guaranteed by Cordish such Associate Member (or an Affiliate thereof or any other Person other than the Company) Person); and (c) such financing shall be an "Approved Financing" under the terms and conditions of EXHIBIT B attached hereto. No guaranty or credit enhancement (or payment thereunder) provided by Cordish an Associate Member shall increase Cordish's its Capital Account or Cordish's Adjusted Capital Balance; instead any such payment shall be treated as a Development Loan (subject to the terms of Section 6.5.F hereof) to the Additional Property Owner Entity. (ii) To direct the Additional Property Owner Entity with respect to the entering into, modifying, extending, making any decisions required or permitted to be made under, enforcing any of an Additional Property Owner Entity's rights under or terminating the management agreement for the Additional Property. (iii) To take any action enumerated under Sections 6.1.B and 6.1.C, but solely with respect to the Additional Property and in the name of the Additional Property Owner Entity, provided however that, notwithstanding any provision hereof to the contrary (other than as provided in Section 9.6Sections 9.6 and 9.9), the disposition by the Company of an interest in an Additional Property Owner Entity and/or the disposition by an Additional Property Owner Entity of any Additional Property, any part thereof or any interest therein, shall require the consent of Inland. (iv) Subject to the provisions of this Agreement, to take any other action associated with the construction, improvement, development and/or redevelopment of the Additional Property, including the negotiation and execution of any and all contracts or agreements in connection therewith. (v) To take any other action and make any other decision pertaining to the conduct of the business and affairs of the Additional Property Owner Entity and the Additional Property. Notwithstanding any provision of this Section 6.2, the actions described in Sections 6.1.D shall constitute Major Decisions as they relate to the Additional Properties which Cordish the Associate Member managing the respective Additional Property Owner Entity shall not have the right to take pursuant to the provisions of this Section 6.2 and/or Section 6.5 without the prior written consent of Inland;. C. Notwithstanding anything to the contrary otherwise contained herein, Inland recognizes and agrees that, pursuant to the terms and conditions of that certain Leasing and Construction Services Agreement (the "LEASING AGREEMENT") of even date herewith, Cordish has and CRC shall have the right and power to provide certain leasing and construction services to the Existing Property on behalf of the Owner Entity, Entities. Cordish and Cordish CRC may withdraw and use funds in from the Operations Reserve and Capital Reserve to fulfill any obligations of Cordish and CRC under the Leasing Agreement. D. Notwithstanding any provision of this Agreement to the contrary, if Inland reasonably determines that the Company, any Owner Entity or any Additional Property Owner Entity has taken or expects to take an action that would jeopardize Inland's status as a REIT, Inland shall have absolute authority to take any and all actions that Inland reasonably determines is necessary to preserve the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland; provided that, that such action by Inland shall not alter or diminish the distributions to Cordish the Associate Members under Article IV and Article IX of this Agreement. In furtherance of the foregoing, Cordish each Associate Member hereby severally covenants and agrees that it shall timely deliver to Inland monthly reports, and such other documents and information as Inland shall reasonably request, regarding the operations relating to the Additional Properties managed by each such Associate Member in order to enable Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements and in order to enable Inland to preserve the continued qualification of Inland as a REIT and to avoid the imposition of additional taxes under the REIT Rules on Inland. Without limiting in any way its obligations under this Section 6.2.D, in connection with its obligations under this Section 6.2.D, Cordish each Associate Member hereby covenants and agrees to (i) cooperate with and provide accurate information to Inland to the extent necessary for Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements (which require that Inland satisfies certain income and asset tests which could be impacted by the operations of the Additional Properties), (ii) notify Inland in writing prior to Cordish an Associate Member adding services not currently provided to tenants or others (to verify that any such services do not cause any amounts of gross income that would otherwise qualify under Section 856(c)(3) of the Code to fail to qualify under such Code provision as a result of the provision of such services), (iii) provide Inland with quarterly asset and income statements, within twenty (20) days after the end of each calendar quarter, in a form to be provided to Cordish the Associate Member by Inland, (iv) timely and accurately complete and respond in full to any and all annual questionnaires delivered by Inland, to the extent reasonably related to Inland's qualification or taxation as a REIT, (v) notify Inland in writing prior to the acquisition of any securities and prior to having any tenant issue promissory notes or other securities in lieu of, or in addition to, such tenant's obligations to pay rent under any sublease and (vi) cause each the Additional Property Owner Entity it manages to derive solely gross income from operations that is described from time to time by Inland in written guidance delivered to Cordish the Associate Member or is otherwise permitted under the REIT Rules. Notwithstanding anything in this Agreement to the contrary, Cordish neither Associate Member shall not be required independently to determine whether any transaction or arrangement could jeopardize Inland's ability to qualify as a REIT or would result in the imposition of additional taxes on Inland under the REIT Rules; PROVIDEDprovided, HOWEVERhowever, that if Cordish either Associate Member has actual knowledge or believes, or is otherwise informed by Inland in the exercise of Inland's reasonable judgment, that a transaction or arrangement involving an Additional Property, Property a potential Additional Property or an Additional Property Owner Entity would jeopardize Inland's ability to qualify as a REIT or result in Inland's payment of additional taxes under the REIT Rules, Cordish and the such Associate Member or Additional Property Owner Entity shall take such actions (or refrain from taking such actions) as are required to protect Inland's REIT status or to avoid the imposition of such taxes (as the case may be); PROVIDEDprovided, FURTHERfurther, that if (a) Cordish the Associate Member or any Additional Property Owner Entity is required under this Agreement to take actions (or refrain from taking such actions) to protect Inland's REIT status or to avoid such additional taxes, (b) such action is not otherwise contemplated by this Agreement, and (c) such action (or inaction) causes Cordish such Associate Member or the Additional Property Owner Entity to incur costs or damages, Inland shall reimburse Cordish such Associate Member or the Additional Property Owner Entity (as applicable) for the amount of the reasonable costs and damages so incurred. In addition to the foregoing, the Members have consented and agreed to enter into that certain Declaration of Trust and related agreements as set forth on EXHIBIT C attached hereto as - 34 - of the date hereof; provided, however, that Inland shall reimburse any Additional Property Owner for any loss, cost, expense and damage as a result of the transfer of any Additional Property to such Trust. Cordish Each Associate Member hereby covenants and agrees to have its representatives meet from time to time (at least quarterly) with representatives of Inland, at the reasonable request of Inland, to review the current status of the REIT Rules and applicable compliance and reporting obligations as they pertain to the operation of the Additional Properties. E. Each Associate Member shall be liable for its own actions and shall not be jointly liable for any obligation hereunder.

DELEGATION OF AUTHORITY REGARDING SPECIFIC MATTERS. A. The Manager hereby delegates to Cordish the specific and exclusive authority to arrange for, negotiate and acquire in the manner provided in Section 6.5 hereof, one or more -32- Additional Properties. However, except as provided in Section 6.2.C below, Cordish shall not manage or bind the Company with respect to the Existing Property. Subject to the terms of this Section 6.2 and Section 6.5 hereof, the signature of Cordish alone shall be both necessary and sufficient to: (i) acquire any Additional Property; (ii) organize any Additional Property Owner Entity; (iii) execute any promissory notes, deeds of trust, mortgages, or other instruments of hypothecation with respect to the financing or re-financing of any Additional Property; or (iv) enter into any partnership, operating or other agreements with respect to an Additional Property Owner Entity, or any entity in which any Additional Property Owner Entity holds an equity interest. All of the Members agree that a copy of this Agreement may be furnished to appropriate third parties in order to confirm the matters set forth in the immediately preceding sentence. Inland agrees to cooperate with Cordish by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to an Additional Property Owner Entity that Cordish has the power and authority set forth in this Section 6.2.A. B. In addition, notwithstanding any provision of Section 6.1 to the contrary, but subject in all respects to the provisions of this Section 6.2 and Section 6.5 hereof, the Manager hereby delegates to Cordish the specific and exclusive authority to direct the management of the business and affairs of any Additional Property Owner Entity and the Additional Properties. In connection therewith, Cordish is authorized, in the name of and on behalf of the Company, to cause any Additional Property Owner Entity to take any and all actions whatsoever, including but not limited to the following actions: (i) To negotiate, in the name of and on behalf of the Additional Property Owner Entity, financing for the acquisition, construction, development, redevelopment, or improvement of the Additional Property, which may be secured by the Additional Property (but which shall be nonrecourse in all respects to the Company and Inland and shall be secured solely by the Additional Property to which such financing relates, together with any guaranty or credit enhancement given by Cordish or any Cordish Affiliate) and to take any and all actions necessary or convenient to cause the Additional Property Owner Entity to close on any such financing, PROVIDED, HOWEVER, that (a) prior to such Additional Property Owner Entity executing any binding agreement regarding such financing, Cordish shall consult with Inland regarding the terms of the financing and shall provide Inland with the opportunity to review any material documents to be executed by the Additional Property Owner Entity in connection therewith, although so long as the financing is consistent with and satisfies the guidelines set forth above in this subsection 6.2.B(i), or so long as the Additional Property Owner Entity owns a minority equity interest in another entity (and does not own a direct real property interest) and does not incur such financing directly, Inland's consent to such execution shall not be required, (b) payment and performance of any recourse financing secured by an Additional Property from a third-party lender unaffiliated with Cordish shall be guaranteed by Cordish (or an Affiliate thereof or any other Person other than the Company) and (c) such financing shall be an "Approved Financing" under the terms and conditions of EXHIBIT B attached hereto. No guaranty or credit enhancement (or payment thereunder) provided by Cordish shall increase Cordish's Capital Account or Cordish's Adjusted Capital Balance; instead instead, any such payment shall be treated as a Development Loan (subject to the terms of Section 6.5.F hereof) to the Additional Property Owner Entity. (ii) To direct the Additional Property Owner Entity with respect to the entering into, modifying, extending, making any decisions required or permitted to be made under, enforcing any of an Additional Property Owner Entity's rights under or terminating the management agreement for the Additional Property. (iii) To take any action enumerated under Sections 6.1.B and 6.1.C, but solely with respect to the Additional Property and in the name of the Additional Property Owner Entity, provided however that, notwithstanding any provision hereof to the contrary (other than as provided in Section 9.6), the disposition by the Company of an interest in an Additional Property Owner Entity and/or the disposition by an Additional Property Owner Entity of any Additional Property, any part thereof or any interest therein, shall require the consent of Inland. (iv) Subject to the provisions of this Agreement, to take any other action associated with the construction, improvement, development and/or redevelopment of the Additional Property, including the negotiation and execution of any and all contracts or agreements in connection therewith. (v) To take any other action and make any other decision pertaining to the conduct of the business and affairs of the Additional Property Owner Entity and the Additional Property. Notwithstanding any provision of this Section 6.2, the actions described in Sections 6.1.D shall constitute Major Decisions as they relate to the Additional Properties which Cordish shall not have the right to take pursuant to the provisions of this Section 6.2 and/or Section 6.5 without the prior written consent of Inland; C. Notwithstanding anything to the contrary otherwise contained herein, Inland recognizes and agrees that, pursuant to the terms and conditions of that certain Leasing and Construction Services Agreement (the "LEASING AGREEMENT") of even date herewith, Cordish has the right and power to provide certain leasing and construction services to the Existing Property on behalf of the Owner Entity, and Cordish may withdraw and use funds in the Operations Construction Completion Reserve to fulfill any obligations of Cordish under the Leasing Agreement. D. Notwithstanding any provision of this Agreement to the contrary, if Inland reasonably determines that the Company, any Owner Entity or any Additional Property Owner Entity has taken or expects to take an action that would jeopardize Inland's status as a REIT, Inland shall have absolute authority to take any and all actions that Inland reasonably determines is necessary to preserve the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland; provided that, such action by Inland shall not alter or diminish the distributions to Cordish under Article IV and Article IX of this Agreement. In furtherance of the foregoing, Cordish hereby covenants and agrees that it shall timely deliver to Inland monthly reports, and such other documents and information as Inland shall reasonably request, regarding the operations relating to the Additional Properties in order to enable Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements and in order to enable Inland to preserve the continued qualification of Inland as a REIT and to avoid the imposition of additional taxes under the REIT Rules on Inland. Without limiting in any way its obligations under this Section 6.2.D, in connection with its obligations under this Section 6.2.D, Cordish hereby covenants and agrees to (i) cooperate with and provide accurate information to Inland to the extent necessary for Inland to comply with the REIT Rules and applicable REIT reporting and compliance requirements (which require that Inland satisfies certain income and asset tests which could be impacted by the operations of the Additional Properties), (ii) notify Inland in writing prior to Cordish adding services not currently provided to tenants or others (to verify that any such services do not cause any amounts of gross income that would otherwise qualify under Section 856(c)(3) of the Code to fail to qualify under such Code provision as a result of the provision of such services), (iii) provide Inland with quarterly asset and income statements, within twenty (20) days after the end of each calendar quarter, in a form to be provided to Cordish by Inland, (iv) timely and accurately complete and respond in full to any and all annual questionnaires delivered by Inland, to the extent reasonably related to Inland's qualification or taxation as a REIT, (v) notify Inland in writing prior to the acquisition of any securities and prior to having any tenant issue promissory notes or other securities in lieu of, or in addition to, such tenant's obligations to pay rent under any sublease and (vi) cause each Additional Property Owner Entity to derive solely gross income from operations that is described from time to time by Inland in written guidance delivered to Cordish or is otherwise permitted under the REIT Rules. Notwithstanding anything in this Agreement to the contrary, Cordish shall not be required independently to determine whether any transaction or arrangement could jeopardize Inland's ability to qualify as a REIT or would result in the imposition of additional taxes on Inland inland under the REIT Rules; PROVIDED, HOWEVER, that if Cordish has actual knowledge or believes, or is otherwise informed by Inland in the exercise of Inland's reasonable judgment, that a transaction or arrangement involving an Additional Property, a potential Additional Property or an Additional Property Owner Entity would jeopardize Inland's ability to qualify as a REIT or result in Inland's payment of additional taxes under the REIT Rules, Cordish and the Additional Property Owner Entity shall take such actions - 35 - (or refrain from taking such actions) as are required to protect Inland's REIT status or to avoid the imposition of such taxes (as the case may be); PROVIDED, FURTHER, that if (a) Cordish or any Additional Property Owner Entity is required under this Agreement to take actions (or refrain from taking such actions) to protect Inland's REIT status or to avoid such additional taxes, (b) such action is not otherwise contemplated by this Agreement, and (c) such action (or inaction) causes Cordish or the Additional Property Owner Entity to incur costs or damages, Inland shall reimburse Cordish or the Additional Property Owner Entity (as applicable) for the amount of the reasonable costs and damages so incurred. In addition to the foregoing, the Members have consented and agreed to enter into that certain Declaration of Trust and related agreements as set forth on EXHIBIT C attached hereto as of the date hereof; provided, however, that Inland shall reimburse any Additional Property Owner for any loss, cost, expense and damage as a result of the transfer of any Additional Property to such Trust. Cordish hereby covenants and agrees to have its representatives meet from time to time (at least quarterly) with representatives of Inland, at the reasonable request of Inland, to review the current status of the REIT Rules and applicable compliance and reporting obligations as they pertain to the operation of the Additional Properties.