Common use of Management of Business and Affairs Clause in Contracts

Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) The Members hereby designate and appoint GIPLP to serve as the Manager of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation: (i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may benefit the Company and on any terms that the Manager sees fit and the repayment of obligations of the Company; (iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s operations or the implementation of the Manager’s powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated parties) and the payment of their expenses and compensation out of the Company’s assets; (v) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding and management of other assets of the Company; (vi) the selection and dismissal of agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viii) holding, managing, investing and reinvesting cash and other assets of the Company; (ix) the collection and receipt of rents, revenues and income of the Company; (x) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and (xi) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement. (c) In addition to and without limiting the duties and obligations of the Manager as set forth above, the Manager shall (on behalf of the Company): (i) cause the Company, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) open and maintain bank accounts for funds of the Company; (iv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (v) retain or engage real estate brokers licensed to do business in the state in which the Property, or any part thereof, is located; (vi) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (vii) employ such managing or other agents necessary for the operation, management and leasing of the Property including, without limitation, a property manager; (viii) cause the Company to enter into a loan or loans to be secured by the Property; (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) The Members hereby designate and appoint GIPLP to serve as the Manager of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation: (i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may benefit the Company and on any terms that the Manager sees fit and the repayment of obligations of the Company; (iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s operations or the implementation of the Manager’s powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated parties) and the payment of their expenses and compensation out of the Company’s assets; (v) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding and management of other assets of the Company; (vi) the selection and dismissal of agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viii) holding, managing, investing and reinvesting cash and other assets of the Company; (ix) the collection and receipt of rents, revenues and income of the Company; (x) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and (xi) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement. (c) In addition to and without limiting the duties and obligations of the Manager as set forth above, the Manager shall (on behalf of the Company): (i) cause the Company, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) open and maintain bank accounts for funds of the Company; (iv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (v) retain or engage real estate brokers licensed to do business in the state in which the Property, or any part thereof, is located; (vi) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (vii) employ such managing or other agents necessary for the operation, management and leasing of the Property including, without limitation, a property manager; (viii) cause the Company to enter into a loan or loans to be secured by the Property; (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions after the date hereof without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e5.01(d), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h5.01(f) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) The Members hereby designate and appoint GIPLP to serve as the Manager of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation: (i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may benefit the Company and on any terms that the Manager sees fit and the repayment of obligations of the Company; (iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated parties) and the payment of their expenses and compensation out of the Company’s 's assets; (v) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding and management of other assets of the Company; (vi) the selection and dismissal of agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viii) holding, managing, investing and reinvesting cash and other assets of the Company; (ix) the collection and receipt of rents, revenues and income of the Company; (x) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and (xi) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement. (c) In addition to and without limiting the duties and obligations of the Manager as set forth above, the Manager shall (on behalf of the Company): (i) cause the Company, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) open and maintain bank accounts for funds of the Company; (iv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (v) retain or engage real estate brokers licensed to do business in the state in which the Property, or any part thereof, is located; (vi) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (vii) employ such managing or other agents necessary for the operation, management and leasing of the Property including, without limitation, a property manager; (viii) cause the Company to enter into a loan or loans to be secured by the Property; (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b5.0l(b), 5.01(c5.0l(c) and 5.01(d5.0l(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “" Major Decision”"): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; a Member; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member;of (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s 's obligations to pay the Preferred Return to the Preferred Member Members hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e5.0l(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h5.0l(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) The Members hereby designate and appoint GIPLP to serve as the Manager of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation: (i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may benefit the Company and on any terms that the Manager sees fit and the repayment of obligations of the Company; (iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s operations or the implementation of the Manager’s powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated parties) and the payment of their expenses and compensation out of the Company’s assets; (v) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding and management of other assets of the Company; (vi) the selection and dismissal of agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viii) holding, managing, investing and reinvesting cash and other assets of the Company; (ix) the collection and receipt of rents, revenues and income of the Company; (x) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and (xi) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement. (c) In addition to and without limiting the duties and obligations of the Manager as set forth above, the Manager shall (on behalf of the Company): (i) cause the Company, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) open and maintain bank accounts for funds of the Company; (iv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (v) retain or engage real estate brokers licensed to do business in the state in which the Property, or any part thereof, is located; (vi) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (vii) employ such managing or other agents necessary for the operation, management and leasing of the Property including, without limitation, a property manager; (viii) cause the Company to enter into a loan or loans to be secured by the Property; (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the PropertyProperty or TIC Interest; (ii) the mortgage, pledge, encumbrance or hypothecation of the PropertyProperty or TIC Interest; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member Members hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company (including the business and affairs of the Company with respect to the Owner Entity and each Additional Property Owner Entity) shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) B. The Members hereby designate and appoint GIPLP Inland to serve as the Manager of the CompanyCompany and the Members hereby cause the Company to designate and appoint Inland to serve as the Manager of the Owner Entity. Subject to the approval of the Members for any Major Decision Decisions (defined belowand other limitations set forth in this Agreement), as well as the delegation of certain obligations and responsibilities by the Manager pursuant to this Agreement, the management of the Existing Property and the Additional Properties shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree Cordish agrees to cooperate with the Manager Inland by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company Owner Entity that the Manager Inland has the power and authority set forth in this Section 5.016.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, including, but not limited to, Section 6.2, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable sole and absolute discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 2.3 hereof, including, without limitation: (i) the making of any expenditures expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company's assets) and incurring of any obligations that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use acquisition, sale, transfer, exchange or other disposition of the cash any assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company); (iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, the Existing Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may will directly benefit the Company and on any terms that the Manager sees fit fit, the lending of funds to other Persons and the repayment of obligations of the Company; (iiiiv) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (ivv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions Affiliates of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated partiesInland) and the payment of their expenses and compensation out of the Company’s 's assets; (vvi) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding holding, management, investment, and management reinvestment of cash and other assets of the Company; (vivii) the selection and dismissal of employees of the Company (including, without limitation, employees having the title or holding the office of "president," "vice president," "secretary" or "treasurer"), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (viiviii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets Properties of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, an Affiliate of Inland; (ix) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viiix) holding, managing, investing and reinvesting cash and other assets of the Company; (ixxi) the collection and receipt of rents, revenues and income of the Company; (xxii) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and; (xixiii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (xiv) causing the Owner Entity or any of the Additional Property Owner Entities to take any of the foregoing actions or the undertaking of any of the foregoing actions in connection with or with respect to the Owner Entity or any of the Additional Property Owner Entities (including without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guaranteeing the obligations of the Owner Entity or any Additional Property Owner Entity); or (xv) causing the Owner Entity to make any decision or take any action under the provisions of the Escrow Agreement and the Liquidity Escrow Agreement, in its sole and absolute discretion. (c) C. The Manager shall keep the Members informed as to all matters of concern to the Company and the Members. In addition to and without limiting the duties and obligations of the Manager as set forth above, but subject to the provisions of Sections 6.2 and 6.6, the Manager shall (on behalf of the Company):use commercially reasonable efforts to: (i) cause the CompanyCompany and each Owner Entity and Additional Property Owner Entity, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company or any Owner Entity or Additional Property Owner Entity is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) deliver to the Members promptly upon the receipt or sending thereof copies of all notices, reports and communications (a) between the Company or any Owner Entity or Additional Property Owner Entity and any holder of a mortgage or deed of trust affecting all or any portion of the Property which relate to any existing or pending default thereunder or to any financial or operational information required by such holder and (b) regarding material violations affecting the Property; (iv) open and maintain bank accounts for funds of the CompanyCompany and each Owner Entity; (ivv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (vvi) retain or engage real estate brokers licensed to do business in the state states in which the Property, or any part thereof, is located; (vivii) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (viiviii) employ such managing or other agents necessary for the operation, management and leasing of the each Property including, without limitation, a property manager; manager (viii) cause the Company to enter into a loan which may be an Affiliate of Inland or loans to be secured by the Propertyof Cordish); (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company (including the business and affairs of the Company with respect to the Owner Entity and each Additional Property Owner Entity) shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) B. The Members hereby designate and appoint GIPLP Inland to serve as the Manager of the CompanyCompany and the Members hereby cause the Company to designate and appoint Inland to serve as the Manager of the Owner Entity. Subject to the approval of the Members for any Major Decision Decisions (defined belowand other limitations set forth in this Agreement), as well as the delegation of certain obligations and responsibilities by the Manager pursuant to this Agreement, the management of the Existing Property and the Additional Properties shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree Cordish agrees to cooperate with the Manager Inland by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company Owner Entity that the Manager Inland has the power and authority set forth in this Section 5.016.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, including, but not limited to, Section 6.2, - 27 - the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable sole and absolute discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 2.3 hereof, including, without limitation: (i) the making of any expenditures expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company's assets) and incurring of any obligations that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use acquisition, sale, transfer, exchange or other disposition of the cash any assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company); (iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, the Existing Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may will directly benefit the Company and on any terms that the Manager sees fit fit, the lending of funds to other Persons and the repayment of obligations of the Company; (iiiiv) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (ivv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions Affiliates of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated partiesInland) and the payment of their expenses and compensation out of the Company’s 's assets; (vvi) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding holding, management, investment, and management reinvestment of cash and other assets of the Company; (vivii) the selection and dismissal of employees of the Company (including, without limitation, employees having the title or holding the office of "president," "vice president," "secretary" or "treasurer"), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (viiviii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets Properties of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, an Affiliate of Inland; (ix) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viiix) holding, managing, investing and reinvesting cash and other assets of the Company; (ixxi) the collection and receipt of rents, revenues and income of the Company; (xxii) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and; (xixiii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (xiv) causing the Owner Entity or any of the Additional Property Owner Entities to take any of the foregoing actions or the undertaking of any of the foregoing actions in connection with or with respect to the Owner Entity or any of the Additional Property Owner Entities (including without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guaranteeing the obligations of the Owner Entity or any Additional Property Owner Entity); or (xv) causing the Owner Entity to make any decision or take any action under the provisions of the Liquidity Escrow Agreement, in its sole and absolute discretion. (c) C. The Manager shall keep the Members informed as to all matters of concern to the Company and the Members. In addition to and without limiting the duties and obligations of the Manager as set forth above, but subject to the provisions of Sections 6.2 and 6.6, the Manager shall (on behalf of the Company):use commercially reasonable efforts to: (i) cause the CompanyCompany and each Owner Entity and Additional Property Owner Entity, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company or - 29 - any Owner Entity or Additional Property Owner Entity is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) deliver to the Members promptly upon the receipt or sending thereof copies of all notices, reports and communications (a) between the Company or any Owner Entity or Additional Property Owner Entity and any holder of a mortgage or deed of trust affecting all or any portion of the Property which relate to any existing or pending default thereunder or to any financial or operational information required by such holder and (b) regarding material violations affecting the Property; (iv) open and maintain bank accounts for funds of the CompanyCompany and each Owner Entity; (ivv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (vvi) retain or engage real estate brokers licensed to do business in the state states in which the Property, or any part thereof, is located; (vivii) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (viiviii) employ such managing or other agents necessary for the operation, management and leasing of the each Property including, without limitation, a property manager; manager (viii) cause the Company to enter into a loan which may be an Affiliate of Inland or loans to be secured by the Propertyof Cordish); (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company (including the business and affairs of the Company with respect to each Owner Entity and each Additional Property Owner Entity) shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) B. The Members hereby designate and appoint GIPLP Inland to serve as the Manager of the CompanyCompany and the Members hereby cause the Company to designate and appoint Inland to serve as the Manager of each Owner Entity. Subject to the approval of the Members for any Major Decision (defined below)Decisions and other limitations set forth in this Agreement, as well as the delegation of certain obligations and responsibilities by the Manager pursuant to this Agreement, the management of the Existing Property and the Additional Properties shall rest with and remain the sole and absolute right, right and responsibility of the Manager. All The Associate Members agree to cooperate with the Manager Inland by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company an Owner Entity that the Manager Inland has the power and authority set forth in this Section 5.016.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, including, but not limited to, Section 6.2, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable sole and absolute discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 2.3 hereof, including, without limitation: (i) the making of any expenditures expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company's assets) and incurring of any obligations that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use acquisition, sale, transfer, exchange or other disposition of the cash any assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company); (iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, any Existing Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may will directly benefit the Company and on any terms that the Manager sees fit fit, the lending of funds to other Persons and the repayment of obligations of the Company; (iiiiv) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (ivv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions Affiliates of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated partiesInland) and the payment of their expenses and compensation out of the Company’s 's assets; (vvi) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding holding, management, investment, and management reinvestment of cash and other assets of the Company; (vivii) the selection and dismissal of employees of the Company (including, without limitation, employees having the title or holding the office of "president," "vice president," "secretary" or "treasurer"), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (viiviii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets Properties of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, an Affiliate of Inland; (ix) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viiix) holding, managing, investing and reinvesting cash and other assets of the Company; (ixxi) the collection and receipt of rents, revenues and income of the Company; (xxii) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and; (xixiii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (xiv) causing any Owner Entity or any of the Additional Property Owner Entities to take any of the foregoing actions or the undertaking of any of the foregoing actions in connection with or with respect to any Owner Entity or any of the Additional Property Owner Entities (including without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guaranteeing the obligations of any Owner Entity or any Additional Property Owner Entity); or (xv) causing the Owner Entity to make any decision or take any action under the provisions of the Escrow Agreement and the Liquidity Escrow Agreement, in its sole and absolute discretion. (c) C. The Manager shall keep the Members informed as to all matters of concern to the Company and the Members. In addition to and without limiting the duties and obligations of the Manager as set forth above, but subject to the provisions of Sections 6.2 and 6.6, the Manager shall (on behalf of the Company):use commercially reasonable efforts to: (i) cause the CompanyCompany and each Owner Entity and Additional Property Owner Entity, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company or any Owner Entity or Additional Property Owner Entity is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) deliver to the Members promptly upon the receipt or sending thereof copies of all notices, reports and communications (a) between the Company or any Owner Entity or Additional Property Owner Entity and any holder of a mortgage or deed of trust affecting all or any portion of the Property which relate to any existing or pending default thereunder or to any financial or operational information required by such holder and (b) regarding material violations affecting the Property; (iv) open and maintain bank accounts for funds of the CompanyCompany and each Owner Entity; (ivv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (vvi) retain or engage real estate brokers licensed to do business in the state states in which the Property, or any part thereof, is located; (vivii) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (viiviii) employ such managing or other agents necessary for the operation, management and leasing of the each Property including, without limitation, a property manager; manager (viii) cause the Company to enter into a loan which may be an Affiliate of Inland or loans to be secured by the Propertyof Cordish or CRC); (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company (including the business and affairs of the Company with respect to the Owner Entity and each Additional Property Owner Entity) shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) B. The Members hereby designate and appoint GIPLP Inland to serve as the Manager of the CompanyCompany and the Members hereby cause the Company to designate and appoint Inland to serve as the Manager of the Owner Entity. Subject to the approval of the Members for any Major Decision Decisions (defined belowand other limitations set forth in this Agreement), as well as the delegation of certain obligations and responsibilities by the Manager pursuant to this Agreement, the management of the Existing Property and the Additional Properties shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree , Cordish agrees to cooperate with the Manager Inland by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company Owner Entity that the Manager Inland has the power and authority set forth in this Section 5.016.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, including, but not limited to, Section 6.2, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable sole and absolute discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 2.3 hereof, including, without limitation: (i) the making of any expenditures expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company's assets) and incurring of any obligations that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use acquisition, sale, transfer, exchange or other disposition of the cash any assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company); (iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, the Existing Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may will directly benefit the Company and on any terms that the Manager sees fit fit, the lending of funds to other Persons and the repayment of obligations of the Company; (iiiiv) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (ivv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions Affiliates of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated partiesInland) and the payment of their expenses and compensation out of the Company’s 's assets; (vvi) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding holding, management, investment, and management reinvestment of cash and other assets of the Company; (vivii) the selection and dismissal of employees of the Company (including, without limitation, employees having the title or holding the office of "president," "vice president," "secretary" or "treasurer"), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (viiviii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets Properties of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, an Affiliate of Inland; (ix) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viiix) holding, managing, investing and reinvesting cash and other assets of the Company; (ixxi) the collection and receipt of rents, revenues and income of the Company; (xxii) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and; (xixiii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (xiv) causing the Owner Entity or any of the Additional Property Owner Entities to take any of the foregoing actions or the undertaking of any of the foregoing actions in connection with or with respect to the Owner Entity or any of the Additional Property Owner Entities (including without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guaranteeing the obligations of the Owner Entity or any Additional Property Owner Entity); or (xv) causing the Owner Entity to make any decision or take any action under the provisions of the Escrow Agreement and the Liquidity Escrow Agreement, in its sole and absolute discretion. (c) C. The Manager shall keep the Members informed as to all matters of concern to the Company and the Members. In addition to and without limiting the duties and obligations of the Manager as set forth above, but subject to the provisions of Sections 6.2 and 6.6, the Manager shall (on behalf of the Company):use commercially reasonable efforts to: (i) cause the CompanyCompany and each Owner Entity and Additional Property Owner Entity, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company or any Owner Entity or Additional Property Owner Entity is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) deliver to the Members promptly upon the receipt or sending thereof copies of all notices, reports and communications (a) between the Company or any Owner Entity or Additional Property Owner Entity and any holder of a mortgage or deed of trust affecting all or any portion of the Property which relate to any existing or pending default thereunder or to any financial or operational information required by such holder and (b) regarding material violations affecting the Property; (iv) open and maintain bank accounts for funds of the CompanyCompany and each Owner Entity; (ivv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (vvi) retain or engage real estate brokers licensed to do business in the state states in which the Property, or any part thereof, is located; (vivii) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (viiviii) employ such managing or other agents necessary for the operation, management and leasing of the each Property including, without limitation, a property manager; manager (viii) cause the Company to enter into a loan which may be an Affiliate of Inland or loans to be secured by the Propertyof Cordish); (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) D. Notwithstanding the provisions of Section 5.01(b)6.1.B and 6.1.C, 5.01(c) and 5.01(d) except as may otherwise be provided in Sections 6.2 or 6.6 or elsewhere in this Agreement, neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the CompanyCompany or any Owner Entity or Additional Property Owner Entity, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members Cordish (each, a “Major Decision”"MAJOR DECISION"): (i) allow the saleCompany (as opposed to the Owner Entity or any Additional Property Owner Entity) to incur debt, transferliabilities, exchange guarantees, or other disposition of the Propertyborrowings; (ii) except with respect to or in connection with an Approved Financing, allow the mortgageOwner Entity or any Additional Property Owner Entity to incur any debt or borrowing, pledgeor otherwise, encumbrance refinance, recast, extend, compromise, or hypothecation prepay (except in connection with condemnation or casualty) any debt encumbering one or more of the PropertyProperties; (iii) refinancing prior to December 31, 2009 and except as provided in Article IX hereof and except with respect to a tax free exchange under Section 1031 of the Code or a reinvestment under Section 1033 of the Code, or other transaction in which the Company recognizes no gain or a DE MINIMIS (I.E., less than 1% of the selling price) gain, sell, transfer, assign, convey, exchange or otherwise dispose of or transfer all or any mortgage on the portion of any Property or any debt obligation the Company Assets (other than personal property of the CompanyProperties which may be disposed of or replaced due to wear and tear or obsolescence); (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this AgreementArticle VIII, admit any Person as an Additional additional Member of the Company; (viiv) assign all the property or substantially all of the assets of the entire Company in trust for creditors or file on behalf of the entire Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and; (viiivi) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the CompanyCompany if any such transaction would have a material adverse effect on Cordish; (vii) other than in connection with an Approved Financing, pledge, assign or encumber any equity interest in any Owner Entity; (viii) pledge, assign or encumber any equity interest in any Additional Property Owner Entity; and (ix) cause any Owner Entity or Additional Property Owner Entity to take any of the foregoing actions. E. Inland shall cause the Owner Entity to arrange and maintain property, casualty and liability insurance with respect to the Existing Property in amounts and on terms that are consistent with the customary practices of Inland and its Affiliates with respect to similar properties and taking into account all relevant factors including the nature and location of the Existing Property; PROVIDED, HOWEVER, Inland shall cause (ei) Notwithstanding any improvements on the Existing Property to be insured against damage by fire and the other hazards covered by a standard extended coverage and all-risk insurance policy or a builders risk insurance policy, as applicable, for the full insurable value thereof (without reduction for depreciation or co-insurance) and with a reasonable deductible, (ii) the Existing Property with completed improvements to be covered by use and occupancy insurance covering, as applicable, rental income or business interruption, with coverage in an amount not less than twelve (12)-months anticipated gross rental income or gross business earnings, as applicable, attributable to the Existing Property; and (iii) each Owner Entity to maintain commercial general liability and umbrella liability insurance with respect to the Existing Property providing for combined limits of liability of not less than $25 million for both injury to or death of a person and for property damage per occurrence. The Company, Cordish and the Additional Property Owner Entities shall be named as additional insureds. Upon the request of Cordish, Inland shall deliver to Cordish copies of such insurance policies and other documents and information necessary in order to verify its compliance with the provisions of this Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever.6.1.E. F. Whenever a Member (f"REQUESTING MEMBER") Whenever the Manager requests that the Members other Member (the "REQUESTED MEMBER") consent to any action required of the Members Requested Member under the provisions of this Agreement, notice shall be delivered by the Manager Requesting Member to the MembersRequested Member pursuant to the provisions of Section 10.2 hereof, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager Requesting Member, (b) a copy of any proposed documentation in substantially the form to be consented todocumentation, including any document to be executed by the Company or the Members Requested Member in connection therewith, and (c) a notice that conspicuously states that "THIS NOTICE IS BEING PROVIDED TO YOU IN ACCORDANCE WITH THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPITAL CENTRE HOLDING LLC. IF YOU - 32 - DO NOT GIVE YOUR APPROVAL OR DISAPPROVAL OF THE ACTION PROPOSED IN THIS NOTICE TO BE TAKEN WITHIN TEN (10) BUSINESS DAYS AFTER YOU RECEIVE THIS REQUEST FOR APPROVAL, YOUR APPROVAL OF THE PROPOSED ACTION WILL BE DEEMED GIVEN." If the Requested Member does not respond to the Requesting Member within ten (10) business days of receipt of such notice, the Requested Member shall be deemed to have approved the action requested by the Requesting Member. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) 6.1.F shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.. In furtherance of the foregoing, in the event that any provision of this Agreement sets forth a specific time period for notice which is other than ten (10) business days, the provisions of this Section 6.1.F (including the notice to be delivered hereunder) shall be modified to reflect such specific time period,

Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the ManagerManaging Member. Except as otherwise expressly provided in this Agreement, no Member, other than the ManagerManaging Member, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member Members hereby agrees that there will be one ManagerManaging Member. The Manager Managing Member shall hold office until the Manager Managing Member resigns or is removed by the Common Member. It shall not be necessary for a Manager Managing Member to be a Member. Any Subject to Section 10.04, any vacancy occurring in the Manager Managing Member position may be filled by the Common Member. (b) The Members hereby designate and appoint GIPLP to serve as the Manager Managing Member of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the ManagerManaging Member. All Members agree to cooperate with the Manager Managing Member by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager Managing Member has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager Managing Member shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation: (i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager Managing Member reasonably believes may benefit the Company and on any terms that the Manager Managing Member sees fit and the repayment of obligations of the Company; (iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager Managing Member considers useful or necessary to the conduct of the Company’s operations or the implementation of the ManagerManaging Member’s powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated parties) and the payment of their expenses and compensation out of the Company’s assets; (v) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding and management of other assets of the Company; (vi) the selection and dismissal of agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager Managing Member or its Affiliates, the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viii) holding, managing, investing and reinvesting cash and other assets of the Company; (ix) the collection and receipt of rents, revenues and income of the Company; (x) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager Managing Member deems appropriate and reasonable from time to time; and (xi) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager Managing Member for the accomplishment of any of the powers of the Manager Managing Member enumerated in this Agreement. (c) In addition to and without limiting the duties and obligations of the Manager Managing Member as set forth above, the Manager Managing Member shall (on behalf of the Company): (i) cause the Company, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) open and maintain bank accounts for funds of the Company; (iv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (v) retain or engage real estate brokers licensed to do business in the state in which the Property, or any part thereof, is located; (vi) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (vii) employ such managing or other agents necessary for the operation, management and leasing of the Property including, without limitation, a property manager; (viii) cause the Company to enter into a loan or loans to be secured by the Property; (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(a), Section 5.01(b), and Section 5.01(c) and 5.01(d) ), neither the Manager Managing Member nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of all of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate Affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member Members hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e5.01(d), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager Managing Member requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager Managing Member to the MembersNon-Managing Member, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager Managing Member (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h5.01(f) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.

Management of Business and Affairs. (a) A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company (including the business and affairs of the Company with respect to the Owner Entity and each Additional Property Owner Entity) shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member. (b) B. The Members hereby designate and appoint GIPLP Inland to serve as the Manager of the CompanyCompany and the Members hereby cause the Company to designate and appoint Inland to serve as the Manager of the Owner Entity. Subject to the approval of the Members for any Major Decision Decisions (defined belowand other limitations set forth in this Agreement), as well as the delegation of certain obligations and responsibilities by the Manager pursuant to this Agreement, the management of the Existing Property and the Additional Properties shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree Cordish agrees to cooperate with the Manager Inland by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company Owner Entity that the Manager Inland has the power and authority set forth in this Section 5.016.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, including, but not limited to, Section 6.2, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable sole and absolute discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 2.3 hereof, including, without limitation: (i) the making of any expenditures expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company's assets) and incurring of any obligations that it reasonably deems necessary for the conduct of the activities of the Company; (ii) the use acquisition, sale, transfer, exchange or other disposition of the cash any assets of the Company (including, but not limited to, the exercise or grant of any conversion, - 27 - option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company); (iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, the Existing Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may will directly benefit the Company and on any terms that the Manager sees fit fit, the lending of funds to other Persons and the repayment of obligations of the Company; (iiiiv) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property; (ivv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s 's operations or the implementation of the Manager’s 's powers under this Agreement, including contracting with property managers, contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents (including GIPLP service providers and property managers provided that the terms and conditions Affiliates of any agreement or contract with such service providers and property managers shall be on terms no less favorable to the Company than terms available from unrelated partiesInland) and the payment of their expenses and compensation out of the Company’s 's assets; (vvi) the distribution of Company cash and other Company assets in accordance with this Agreement and the holding holding, management, investment, and management reinvestment of cash and other assets of the Company; (vivii) the selection and dismissal of employees of the Company (including, without limitation, employees having the title or holding the office of "president," "vice president," "secretary" or "treasurer"), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (viiviii) the maintenance of such insurance for the benefit of the Company and the Members as it deems necessary or appropriate including casualty, liability and other insurance on the Property and other assets Properties of the Company, which insurance may be obtained by a blanket insurance policy obtained by the Manager or its Affiliates, an Affiliate of Inland; (ix) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolutions, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (viiix) holding, managing, investing and reinvesting cash and other assets of the Company; (ixxi) the collection and receipt of rents, revenues and income of the Company; (xxii) in addition to working capital and/or reserves required to be maintained under this Agreement, the maintenance of working capital and other reserves in such amounts as the Manager deems appropriate and reasonable from time to time; and; (xixiii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (xiv) causing the Owner Entity or any of the Additional Property Owner Entities to take any of the foregoing actions or the undertaking of any of the foregoing actions in connection with or with respect to the Owner Entity or any of the Additional Property Owner Entities (including without limitation, contributing or loaning Company funds to, incurring indebtedness on behalf of, or guaranteeing the obligations of the Owner Entity or any Additional Property Owner Entity); or (xv) causing the Owner Entity to make any decision or take any action under the provisions of the Liquidity Escrow Agreement, in its sole and absolute discretion. (c) C. The Manager shall keep the Members informed as to all matters of concern to the Company and the Members. In addition to and without limiting the duties and obligations of the Manager as set forth above, but subject to the provisions of Sections 6.2 and 6.6, the Manager shall (on behalf of the Company):use commercially reasonable efforts to: (i) cause the CompanyCompany and each Owner Entity and Additional Property Owner Entity, directly or through its agents, at all times to perform and comply with the provisions of any loan commitment, agreement, mortgage, deed of trust, lease, construction contract or other contract, instrument or agreement to which the Company or any Owner Entity or Additional Property Owner Entity is a party or which affects the Property or the operation thereof; (ii) keep and maintain at least such insurance coverage as may be required by the holder of any mortgage or deed of trust encumbering all or any portion of any Property; (iii) deliver to the Members promptly upon the receipt or sending thereof copies of all notices, reports and communications (a) between the Company or any Owner Entity or Additional Property Owner Entity and any holder of a mortgage or deed of trust affecting all or any portion of the Property which relate to any existing or pending default thereunder or to any financial or operational information required by such holder and (b) regarding material violations affecting the Property; (iv) open and maintain bank accounts for funds of the CompanyCompany and each Owner Entity; (ivv) employ contractors for the ordinary maintenance and repair of the Property, including installation of tenant improvements as required by leases on the Property; (vvi) retain or engage real estate brokers licensed to do business in the state states in which the Property, or any part thereof, is located; (vivii) use reasonable efforts to enter into leases of space and other occupancy agreements on the Property on market terms and conditions, and in accordance with the requirements of any applicable loan; (viiviii) employ such managing or other agents necessary for the operation, management and leasing of the each Property including, without limitation, a property manager; manager (viii) cause the Company to enter into a loan which may be an Affiliate of Inland or loans to be secured by the Propertyof Cordish); (ix) retain or engage attorneys and accountants, to the extent such professional services are required during the term of the Company; and (x) do any act which is necessary or desirable to carry out any of the foregoing. (d) Notwithstanding the provisions of Section 5.01(b), 5.01(c) and 5.01(d) neither the Manager nor any other Member shall have any authority, in the name of or on behalf of the Company, to take any of the following actions or make any of the following decisions without the prior written consent or approval of the Members (each, a “Major Decision”): (i) the sale, transfer, exchange or other disposition of the Property; (ii) the mortgage, pledge, encumbrance or hypothecation of the Property; (iii) refinancing any mortgage on the Property or any debt obligation of the Company; (iv) any cross-collateralization of the assets of the Company with any affiliate of a Member; (v) except with respect to a mortgage on the Property and as required by law, subordinate the Company’s obligations to pay the Preferred Return to the Preferred Member hereunder; (vi) except as provided in this Agreement, admit any Person as an Additional Member of the Company; (vii) assign all or substantially all of the assets of the Company in trust for creditors or file on behalf of the Company a voluntary petition for relief under the bankruptcy laws or similar voluntary petition under state laws; and (viii) cause the Company to become a party to any merger, consolidation or share exchange with any other entity or person, or dissolve or terminate the Company. (e) Notwithstanding the provisions of Section 5.01(e), or any other provision of this Agreement, and for the purpose of avoiding any doubt, the terms of this Agreement shall not restrict the merger, consolidation, public offering, share exchange, sale or acquisition by or of GIPREIT in an fashion whatsoever. (f) Whenever the Manager requests that the Members consent to any action required of the Members under the provisions of this Agreement, notice shall be delivered by the Manager to the Members, which notice shall be in writing and shall include (a) a summary of the terms and conditions of the actions requested to be taken by the Manager (b) a copy of any proposed documentation in substantially the form to be consented to, including any document to be executed by the Company or the Members in connection therewith. Notwithstanding the inference from the foregoing provisions to the contrary, the foregoing provisions of this Section 5.01(h) shall not be deemed to reduce any specific time periods for notice otherwise expressly set forth in this Agreement.