Common use of Board of Directors Representation Clause in Contracts

Board of Directors Representation. From and after the date hereof, each of ▇▇▇▇▇ and any of its affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as ▇▇▇▇▇ and its Affiliates hold not less than a majority of the Common Stock, ▇▇▇▇▇ and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ has a right to replace a member of each Board designated by the other party with its own designee, ▇▇▇▇▇ or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date hereof, each of ▇▇▇▇▇ Smith and any of its affiliates and successors to the ▇▇Smith Common Stock ▇▇▇ Common Stock and TCW and any of its affiliates and successors to the TCW t▇▇ ▇▇W Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as ▇▇▇▇▇ Smith and its Affiliates hold not less than a majority of the Common StockSto▇▇, ▇▇▇▇▇ mith and its Affiliates, as a group, shall have the right to appoint not less no▇ ▇▇▇s than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ Smith has a right to replace a member of each Board designated by the other party ot▇▇▇ ▇arty with its own designee, ▇▇▇▇▇ Smith or the Requisite Holders of TCW Sub Notes (as the case may be) shall take sha▇▇ ▇▇ke all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date --------------------------------- hereof, each of ▇▇▇▇▇ and any Holdings, JEDI, the members of its affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW Group and any of its their respective affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the ▇▇▇▇▇ Group continues to hold 10% or more of the combined --- outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, . Each member of the ▇▇▇▇▇ and Group agrees that it will not vote its Affiliates, as a group, shall have respective shares of Common Stock for the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ has a right Group continues to replace a member hold 10% or more of each Board designated by the other party with its own designeecombined outstanding shares of Common Stock and Series Z Preferred Stock; provided, further, that, notwithstanding the foregoing, if the ▇▇▇▇▇ Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to directors that may be elected by holders of the Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From and after the date hereof, each of ▇▇▇▇▇ and any Holdings, JEDI, the members of its affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW Group and any of its their respective affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock AND the ▇▇▇▇▇ Group continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, . Each member of the ▇▇▇▇▇ and Group agrees that it will not vote its Affiliates, as a group, shall have respective shares of Common Stock for the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ has a right Group continues to replace a member hold 10% or more of each Board designated by the other party with its own designeecombined outstanding shares of Common Stock and Series Z Preferred Stock; provided, further, that, notwithstanding the foregoing, if the ▇▇▇▇▇ Group does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to directors that may be elected by holders of the Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.

Board of Directors Representation. From and after the date hereof, each of ▇▇▇▇▇ and any of its affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) for so long as ▇▇▇▇▇ and its Affiliates hold not less than a majority of the Common Stock, ▇▇▇▇▇ and its Affiliates, as a group, shall have the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or ▇▇▇▇▇ has a right to replace a member of each Board designated by the other party with its own designee, ▇▇▇▇▇ or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign 6 <PAGE> from the Board and to ensure that the individual designated for election by the other party is elected to the Board.

Board of Directors Representation. From and after the date hereof, each of Holdings, JEDI, the members of the Smit▇ ▇▇▇▇▇ up and any of its their respective affiliates and successors to the ▇▇▇▇▇ Common Stock and TCW and any of its affiliates and successors to the TCW Common Stock who hold Voting Stock shall vote their respective shares of Voting Stock voting stock (including any shares of Voting Stock hereafter acquired, owned or controlled by such Holder), at any regular or special meeting of shareholders of Inland the Issuer called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting of shareholders, in such a manner that, and shall otherwise take all actions in their capacities as shareholders necessary to ensure that, that (i) the Board of Inland consists of six (6) members (unless the Requisite Holders (as defined in the Exchange members, and Note Issuance Agreement) have exercised their rights under the Exchange and Note Issuance Agreement and, as a result of the failure of a then existing director to resign or otherwise, it is necessary to increase the size of the Board in order to permit the Requisite Holders to exercise such rights), (ii) that one (1) individual shall be designated for election to the board by the holders of Common Stock and Series Z Preferred Stock. Each of JEDI and Holdings agrees that neither it nor its respective affiliates shall vote their respective shares of Common Stock and Series Z Preferred Stock then owned by such parties in the election of the individual to be elected to the Board by the holders of the Common Stock and the Series Z Preferred Stock pursuant to clause 5.1(ii) above so long as such respective party or its affiliates hold Series D Preferred Stock or Series E Preferred Stock and the Smit▇ ▇▇▇▇▇ up continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, however, that if Holdings and its Affiliates affiliates shall not at such time hold not less than a majority Series D Preferred Stock entitling it and its affiliates to elect four (4) members to the Board, then Holdings may vote an amount of its Common Stock in the election of directors in proportion to its reduction in number of directors it (and its affiliates) are then entitled to appoint pursuant to the terms of the Series D Preferred Stock. By way of example only, if Holdings (and its affiliates) may at the time of an election elect only one (1) member to the Board pursuant to the terms of their Series D Preferred Stock, then Holdings (and its affiliates) shall be entitled to vote seventy-five percent (75%) of their Common Stock in the election of directors by holders of the Common Stock, . Each member of the Smit▇ ▇▇▇▇▇ and up agrees that it will not vote its Affiliates, as a group, shall have respective shares of Common Stock for the right to appoint not less than two individuals designated for election to, and be elected to, the Board or, if greater, that number of individuals representing not less than one third of the members of the Board, and (iii) for directors so long as there shall be any TCW Sub Notes outstanding and the provisions of SECTIONS 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement are applicable, the Requisite Holders shall have the right to have one or more individuals designated for election to, and be elected to, the Board as set forth in and pursuant to Sections 5.2, 5.3 and 9.2 of the Exchange and Note Issuance Agreement. In the event that either the Requisite Holders of TCW Sub Notes or Smit▇ ▇▇▇▇up continues to hold 10% or more of the combined outstanding shares of Common Stock and Series Z Preferred Stock; provided, further, that, notwithstanding the foregoing, if the Smit▇ has a right to replace a member of each Board designated by the other party with its own designee, ▇▇▇▇▇ up does not for any reason vote its respective shares of Common Stock for the election of directors, then both Holdings and JEDI and their affiliates may vote their Common Stock and Series Z Preferred Stock for the election of any director elected by holders of Common Stock, in addition to directors that may be elected by holders of the Series D Preferred Stock or the Requisite Holders of TCW Sub Notes (as the case may be) shall take all necessary action in their capacities as shareholders to cause one of its own designees on the Board to resign from the Board and to ensure that the individual designated for election by the other party is elected to the BoardSeries E Preferred Stock.