Common use of Compliance with Certain Requirements Clause in Contracts

Compliance with Certain Requirements. Notwithstanding any other provision of this Agreement or any other document governing the management and operation of the Property, Inland shall have the right to cause the Company, each Owner Entity and any Additional Property Owner Entity to take any reasonable action or to refrain from taking any action (including but not limited to using a protective trust to own assets) to (i) preserve the continued qualification of Inland as a real estate investment trust under Section 856 of the Code (a "REIT"), (ii) preserve the continued qualification of any Affiliates of Inland as taxable REIT subsidiaries and (iii) avoid the imposition of additional taxes on Inland under Section 857 of the Code or Section 4981 of the Code and the Treasury Regulations promulgated thereunder (collectively the "REIT RULES"). The Members agree that in the event that Inland proposes to take any action (or cause the Company or any Owner to take any action) to ensure the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland, Inland shall (x) notify and consult with Cordish regarding, and prior to taking, such proposed action and (y) except as provided in Section 6.2.D, not have liability to any other Member for monetary damages or otherwise for losses sustained or liabilities incurred in connection with such actions provided that Inland acts in good faith to determine and implement a course of action that preserves Inland's REIT status or avoids the imposition of additional taxes on Inland in a manner which minimizes the adverse effects on any other Member's rights and obligations hereunder. In no event, however, shall the distributions to Cordish under Article IV and Article IX of this Agreement be altered or affected by any action so taken by Inland.

Compliance with Certain Requirements. Notwithstanding any other provision of this Agreement or any other document governing the management and operation of the Property, Inland shall have the right to cause the Company, each Owner Entity and any Additional Property Owner Entity to take any reasonable action or to refrain from taking any action (including but not limited to using a protective trust to own assets) to (i) preserve the continued qualification of Inland inland as a real estate investment trust under Section 856 of the Code (a "REIT"), (ii) preserve the continued qualification of any Affiliates of Inland as taxable REIT subsidiaries and (iii) avoid the imposition of additional taxes on Inland under Section 857 of the Code or Section 4981 of the Code and the Treasury Regulations promulgated thereunder (collectively the "REIT RULES"). The Members agree that in the event that Inland proposes to take any action (or cause the Company or any Owner to take any action) to ensure the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland, Inland shall (x) notify and consult with Cordish regarding, and prior to taking, such proposed action and (y) except as provided in Section 6.2.D, not have liability to any other Member for monetary damages or otherwise for losses sustained or liabilities incurred in connection with such actions provided that Inland acts in good faith to determine and implement a course of action that preserves Inland's REIT status or avoids the imposition of additional taxes on Inland in a manner which minimizes the adverse effects on any other Member's rights and obligations hereunder. In no event, however, shall the distributions to Cordish under Article IV and Article IX of this Agreement be altered or affected by any action so taken by Inland.

Compliance with Certain Requirements. Notwithstanding any other provision of this Agreement or any other document governing the management and operation of the Property, Inland shall have the right to cause the Company, each Owner Entity and any Additional Property Owner Entity to take any reasonable action or to refrain from taking any action (including but not limited to using a protective trust to own assets) to (i) preserve the continued qualification of Inland as a real estate investment trust under Section 856 of the Code (a "REIT"), (ii) preserve the continued qualification of any Affiliates of Inland as taxable REIT subsidiaries and (iii) avoid the imposition of additional taxes on Inland under Section 857 of the Code or Section 4981 of the Code and the Treasury Regulations promulgated thereunder (collectively the "REIT RULES"). The Members agree that in the event that Inland proposes to take any action (or cause the Company or any Owner to take any action) to ensure the continued qualification of Inland as a REIT or to avoid the imposition of additional taxes under the REIT Rules on Inland, Inland shall (x) notify and consult with Cordish the Associate Members regarding, and prior to taking, such proposed action and (y) except as provided in Section 6.2.D, not have liability to any other Member for monetary damages or otherwise for losses sustained or liabilities incurred in connection with such actions provided that Inland acts in good faith to determine and implement a course of action that preserves Inland's REIT status or avoids the imposition of additional taxes on Inland in a manner which minimizes the adverse effects on any other Member's rights and obligations hereunder. In no event, however, shall the distributions to Cordish the Associate Members under Article IV and Article IX of this Agreement be altered or affected by any action so taken by Inland.