Common use of Duties and Conflicts Clause in Contracts

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (a) The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self self-interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent GIPLP service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the InvestorsPreferred Member; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (b) Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. . (c) No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. (d) The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, an Affiliate of Inland Parent service providers and property managers may manage the Existing Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated partiesCordish. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (a) The MembersManager and the Members and their respective officers, employees, and Affiliates, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by devote such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable time to the Company than terms available from unrelated partiesbusiness as they deem necessary or desirable in connection with their respective duties and obligations hereunder. B. Each (b) Notwithstanding the provisions of Section 7.7(a), each Member recognizes that the Manager, the other Members (including the Manager) and their respective Affiliates, employees, agents and representatives have or may have in the future other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that the Manager, such other Member (including the Manager) is and their respective Affiliates, employees, agents and representatives are entitled to carry on such other business interests, activities and investments. No The Manager, any Member (including the Manager) shall be obligated to devote all or any particular part Affiliate, employee, agent or representative thereof may engage in or possess an interest in any other business ventures of its time and effort any nature or description, independently or with others, similar or dissimilar to the business of the Company and its affairs. C. The Manager shall not be liable without any obligation to offer any interest in such activities to the Company or to the other Members, and neither the Company nor any Member shall have any rights by virtue of this Agreement or the relationship created hereby in or to any other ventures or activities engaged in by the Manager or any Member for (or any error in judgmentAffiliate, mistake employee, agent or law representative of the Manager or fact any Member) or for to the income or proceeds derived therefrom, and the pursuit of such ventures or activities by the Manager or any other act Member (or thing which it may do their respective Affiliates, employees, agents or refrain from doing in connection representatives) shall not be deemed wrongful or improper, even to the extent the same are competitive with the business and affairs activities of the Company. Neither the Manager, except in the case of an intentional breach of any provision of this Agreement (after written notice Member nor Affiliate, employee, agent or representative thereof shall be obligated to present any particular investment opportunity to the Manager Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Manager, any Member and any Affiliate, employee, agent or representative thereof shall have the right to take for its own account (individually or as a reasonable time to curepartner, member or fiduciary) or its willful misconduct, gross negligence or bad faithto recommend to others any such particular investment opportunity.

Duties and Conflicts. A. (a) The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self self-interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent GIPLP service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investorsany Preferred Member; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (b) Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. . (c) No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. (d) The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (a) The MembersMembers and their respective officers, employees and Affiliates shall devote such time to the Company business as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Membersspecifically provided hereunder, no Member (including the Manager) or nor any member, partner, shareholder, officer, shareholder director, employee, agent or employee representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding Agreement without the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the prior written consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated partiesall disinterested Members. B. (b) Each Member recognizes that of the other Members recognizes, acknowledges and agrees as follows: (including i) each of the Manager) Members and their respective Affiliates, employees, agents and representatives have or may have in the future other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company Company, and that such other Member (including the Manager) is are entitled to carry on such other business interests, activities and investments. No Member ; (ii) each of the Members and their respective Affiliates, employees, agents and representatives may engage, invest in and/or possess an interest in, independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the Manager) shall be obligated same as or similar to devote all or any particular part the business of its time and effort to the Company and that might be in direct or indirect competition with the Company, and including, without limitation, owning, financing, acquiring, leasing, promoting, developing, improving, operating, managing and servicing real property and mortgage loans on its affairs.own behalf or on behalf of other entities with which any of the Members is Affiliated or otherwise; C. The Manager shall (iii) each of the Members and their respective Affiliates, employees, agents and representatives may engage in any such activities, whether or not be liable competitive with the Company, without any obligation to offer any interest in such activities to the Company or to the other Members; (iv) neither the Company nor any other Member for shall have any error right, by virtue of this Agreement, in judgmentor to such ventures or activities, mistake or law the income or fact or for any other act or thing which it may do or refrain from doing in connection profits derived therefrom, and the pursuit of such activities, even if competitive with the business and affairs of the Company, except in shall not be deemed wrongful or improper; (v) the case obligations and duties of an intentional breach the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any of them; and (vi) the rights, powers, duties, liabilities and obligations of the Members (including the Managing Member) shall be determined solely pursuant to this Agreement and to the extent there is any conflict or inconsistency between the rights, powers, duties, liabilities and obligations of any provision of Member under this Agreement (after written notice and the Delaware Act or other Applicable Law, this Agreement shall control to the Manager extent permitted under the Delaware Act or other Applicable Law; provided, however, that each Member at all times shall comply with the implied covenant of good faith and fair dealing and shall not act in a reasonable time to cure) or its willful misconductmanner which would constitute fraud, gross negligence or bad faith, willful misconduct or gross negligence.

Duties and Conflicts. A. (a) The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the ManagerManaging Member) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self self-interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the ManagerManaging Member) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent GIPLP service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investorsany Preferred Member; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (b) Each Member recognizes that the other Members (including the ManagerManaging Member) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the ManagerManaging Member) is entitled to carry on such other business interests, activities and investments. . (c) No Member (including the ManagerManaging Member) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. (d) The Manager Managing Member shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager Managing Member and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith. (e) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Members. Furthermore, each of the Members and the Company hereby waive any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledge and agree that the duties and obligation of the Members to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Members otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Person.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the InvestorsInvestor; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the any Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (a) The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including Member(including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent GIPLP service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investorsany Preferred Member; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (b) Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. . (c) No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. (d) The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional a breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, an Affiliate of Inland Parent service providers and property managers may manage the Existing Property pursuant to a separate management agreement agreement, the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated partieseither Associate Member. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (a) The MembersPartners, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) Partner is to be made by such Member Partner pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except for reimbursement of the General Partner’s reasonable and actual out-of-pocket expenses (not including any general office overhead), and as otherwise expressly set forth herein, or as otherwise agreed to in writing by the MembersPartners, no Member (including the Manager) Partner or any partner, officer, shareholder or employee of any Member Partner shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (b) Each Member Partner recognizes that the other Members (including the Manager) Partners have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such the other Member (including the Manager) is Partners are entitled to carry on such other business interests, activities and investments. No Member (including the Manager) Partner shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable (c) Any Partner or Affiliate thereof may engage in or possess an interest in any other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and neither the Company nor any Partner shall have any rights by virtue of this Agreement or the relationship created hereby in or to any other Member for ventures or activities engaged in by any error in judgmentPartner or Affiliate thereof, mistake or law to the income or fact proceeds derived therefrom, and the pursuit of such ventures or for activities by any other act Partner or thing which it may do its Affiliate shall not be deemed wrongful or refrain from doing in connection improper, even to the extent the same are competitive with the business and affairs activities of the Company, except in the case of an intentional breach of . No Partner or Affiliate thereof shall be obligated to present any provision of this Agreement (after written notice particular investment opportunity to the Manager Company even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and any Partner or Affiliate thereof shall have the right to take for its own account (individually or as a reasonable time to curepartner, partner or fiduciary) or its willful misconduct, gross negligence or bad faithto recommend to others any such particular investment opportunity.

Duties and Conflicts. A. (a) The Members, Managing Member shall devote such time to the business of the Company as it deems to be necessary or desirable in connection with their respective its duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to expressly provided in writing this Agreement or as otherwise approved by the MembersManaging Member, no Member (including the Manager) or nor any member, partner, shareholder, officer, shareholder director, employee, agent or employee representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent . (b) Each of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. Each Member Members recognizes that the other Members (including the Manager) have Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, has or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company Company, and that such the other Member (including the Manager) is and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. No Member (including Nothing contained in this Agreement shall preclude any of the Manager) Members from engaging in or possessing an interest in other business ventures of any nature and description, independently or with others, including, but not limited to, the ownership, financing, acquiring, leasing, promoting, improving, operation, management, syndication, brokerage and/or development of real property, including, but not limited to, property in the State of New Jersey, on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and nothing contained in this Agreement shall be obligated preclude any of the Members from engaging in any such activities, whether or not competitive with the Company, without any obligation to devote all or offer any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable interest in such activities to the Company or to any the other Member. Neither the Company nor the other Member for shall have any error right, by virtue of this Agreement in judgmentor to such activities, mistake or law the income or fact or for any other act or thing which it may do or refrain from doing in connection profits derived therefrom, and the pursuit of such activities, even if competitive with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) shall not be deemed wrongful or its willful misconduct, gross negligence or bad faithimproper.

Duties and Conflicts. A. The Members, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) is to be made by such Member pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except as otherwise agreed to in writing by the Members, no Member (including the Manager) or any partner, officer, shareholder or employee of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, an Affiliate of Inland Parent service providers and property managers may manage the Existing Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated partiesCordish. B. Each Member recognizes that the other Members (including the Manager) have or may have other business interests, activities and investments, some of which may be in conflict - 35 - or competition with the business of the Company and that such other Member (including the Manager) is entitled to carry on such other business interests, activities and investments. No Member (including the Manager) shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable to the Company or to any other Member for any error in judgment, mistake or law or fact or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, except in the case of an intentional breach of any provision of this Agreement (after written notice to the Manager and a reasonable time to cure) or its willful misconduct, gross negligence or bad faith.

Duties and Conflicts. A. (i) The MembersPartners, in connection with their respective duties and responsibilities hereunder, shall at all times act in good faith and, except as expressly set forth herein, any decision or exercise of right of approval, consent, disapproval or deferral of approval by a Member (including the Manager) Partner is to be made by such Member Partner pursuant to the terms of this Agreement in good faith, but recognizing that each Member may act in its own economic self interest and in accordance with such tax and business objectives as it deems appropriate or desirable for such Member. Except for reimbursement of the General Partner’s reasonable and actual out-of-pocket expenses (not including any general office overhead), and as otherwise expressly set forth herein, or as otherwise agreed to in writing by the MembersPartners, no Member (including the Manager) Partner or any partner, officer, shareholder or employee of any Member Partner shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Notwithstanding the foregoing, Inland Parent service providers and property managers may manage the Property pursuant to a separate management agreement the execution by the Company of which shall expressly not require the consent of the Investors; provided, however, that the terms and conditions of any such agreement or contract shall be on terms no less favorable to the Company than terms available from unrelated parties. B. (ii) Each Member Partner recognizes that the other Members (including the Manager) Partners have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company and that such the other Member (including the Manager) is Partners are entitled to carry on such other business interests, activities and investments. No Member (including the Manager) Partner shall be obligated to devote all or any particular part of its time and effort to the Company and its affairs. C. The Manager shall not be liable (iii) Any Partner or Affiliate thereof may engage in or possess an interest in any other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and neither the Company nor any Partner shall have any rights by virtue of this Agreement or the relationship created hereby in or to any other Member for ventures or activities engaged in by any error in judgmentPartner or Affiliate thereof, mistake or law to the income or fact proceeds derived therefrom, and the pursuit of such ventures or for activities by any other act Partner or thing which it may do its Affiliate shall not be deemed wrongful or refrain from doing in connection improper, even to the extent the same are competitive with the business and affairs activities of the Company, except in the case of an intentional breach of . No Partner or Affiliate thereof shall be obligated to present any provision of this Agreement (after written notice particular investment opportunity to the Manager Company even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and any Partner or Affiliate thereof shall have the right to take for its own account (individually or as a reasonable time to curepartner, partner or fiduciary) or its willful misconduct, gross negligence or bad faithto recommend to others any such particular investment opportunity.