Common use of Limitations on Activities Clause in Contracts

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, ; (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, ; or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, neither the AdvisorAdvisor nor any subadvisor, its members, managers, nor any of their respective directors, officers, employees and stockholdersemployees, and agents, members, managers, stockholders, directors and officers of the Advisor’s Affiliates, stockholders or other Affiliates shall not be liable to the Corporation or to Company, the Board of Directors or stockholders Stockholders for any act or omission by the AdvisorAdvisor or any subadvisor, its members, managers, or any of their respective directors, officers or officers, employees, or stockholdersagents, members, managers, directors stockholders or officers of the Advisor’s other Affiliates taken or omitted to be taken in the performance of their duties under this Agreement Agreement, except as provided in Paragraph 19 Section 20 of this Agreement, and such parties shall be intended third party beneficiaries of this Section.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Company shall hold harmless the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders 's Affiliates for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 to the extent permitted under the Company’s Articles of this AgreementIncorporation and under Section 18 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managersshareholders, directors, officers, employees officers and stockholdersemployees, and memberspartners, managers, stockholdersshareholders, directors and officers of the Advisor’s Affiliates's shareholders and Affiliates of any of them, shall not be liable to the Corporation Company, or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managersshareholders, directors, officers or and employees, or stockholderspartners, members, managersshareholders, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement 's shareholders except as provided in Paragraph 19 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by the Charter Operating Partnership, or (d) violate the Charter, the Bylaws of or the CorporationOperating Partnership Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or the Operating Partnership or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company, the Partnership, the Board or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers officers, employees or employeesstockholders, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 20 and 21 of this Agreement.

Limitations on Activities. Anything else in Notwithstanding any provision of this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares the Operating Partnership or its Securitiestheir securities, or otherwise not be permitted by the Charter or Bylaws Governing Instruments of the CorporationCompany or the Operating Partnership Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors Trustee’s of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsgovernors, officers, employees and stockholders, and members, managers, stockholders, directors and officers members of the Advisor’s Affiliates, Advisor or an Affiliate of the Advisor shall not be liable to the Corporation Company, Operating Partnership or to the Board holders of Directors or stockholders their securities for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates Advisor taken or omitted to be taken in the performance of their Advisor’s duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securities, other securities or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by the Charter Operating Partnership, or (d) violate the Charter, the Bylaws of or the CorporationOperating Partnership Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officersofficers and employees, employees and stockholders, and members, managers, stockholdersdirectors, directors officers and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or the Operating Partnership or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, (d) require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, or otherwise not be permitted by (e) violate the Charter Articles of Incorporation or Bylaws Bylaws. In the event that an action would violate any of (a) through (e) of the Corporation, except if preceding sentence but such action shall be has been ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its managers, officers, employees and members, managersand the partners, directors, officers, employees and stockholders, and members, managers, stockholders, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and the partners, directors, officers, managers, directors, officers members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 24 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything Notwithstanding anything else in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its SecuritiesCompany (including federal and state securities laws), or (d) otherwise not be permitted by the Charter or Articles, the Bylaws of the Corporation, Company or the OP Partnership Agreement; except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, members, managers and employees and stockholdersthe directors, and membersofficers, managers, stockholders, directors members, partners and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Operating Partnership for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholdersofficers, members, managers, directors employees or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 15 and 16 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managersStockholders, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REITREIT or of the Partnership as a partnership for federal income tax purposes, (b) subject the Corporation Company or the Partnership to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws or agreement of limited partnership of the CorporationPartnership, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees partners and stockholdersemployees, and members, managerspartners, stockholders, directors and officers of the Advisor’s Affiliates, 's partners shall not be liable to the Corporation Company, or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers partners or employees, or partners, stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement 's partners except as provided in Paragraph 19 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 22 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managersshareholders, directors, officers, employees officers and stockholdersemployees, and members, managerspartners, stockholders, directors and officers of the Advisor’s Affiliates, 's partners shall not be liable to the Corporation Company, or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers partners or employees, or partners, stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement 's partners except as provided in Paragraph 19 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything Notwithstanding anything else in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its SecuritiesCompany (including federal and state securities laws), or (d) otherwise not be permitted by the Charter or Articles, the Bylaws of the Corporation, Company or the OP Partnership Agreement; except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, members, managers and employees and stockholdersthe directors, and membersofficers, managers, stockholders, directors members, partners and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Operating Partnership for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholdersofficers, members, managers, directors employees or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 16 and 17 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, 1940 or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement Affiliates, except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by (d) violate the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else Notwithstanding any other provision in this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (ai) adversely affect the status of the Corporation Company as a REIT, (bii) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (ciii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares the Shares, or its Securitiesother securities of the Company, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, members of the board of directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation or to Company, the Board of Directors Directors, or stockholders Stockholders of the Company for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholdersStockholders, members, managers, board of directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Section 18 and Section 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT unless the Board has determined that REIT, qualification is not in the best interests of the Company and its Stockholders, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and membersthe partners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand the partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company, the Partnership or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 16 and 17 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Section 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company, the Partnership, the Board or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers officers, employees or employeesstockholders, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Sections 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managersshareholders, directors, officers, employees officers and stockholdersemployees, and memberspartners, managers, stockholdersshareholders, directors and officers of the Advisor’s Affiliatesshareholders and Affiliates of any of them, shall not be liable to the Corporation Company, or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managersshareholders, directors, officers or and employees, or stockholderspartners, members, managersshareholders, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement shareholders except as provided in Paragraph 19 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsDirectors, officers, employees and stockholders, and members, managers, stockholders, directors Directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directorsDirectors, officers or employees, or stockholders, members, managers, directors Directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by (d) violate the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Common Stock or its Securitiesother securities, or otherwise not be permitted by (d) violate the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

Limitations on Activities. Anything else Notwithstanding any other provision in this Agreement to the contrary notwithstandingAgreement, the Advisor Asset Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (ai) adversely affect the status of the Corporation Company as a REITREIT after the Company qualifies for and has elected REIT status, (bii) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amendedamended (the “Investment Company Act”), or (ciii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesthe Shares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the Corporation, except if Company. In the event that an action would violate (i) through (iii) of the preceding sentence but such action shall be has been ordered by the Board of DirectorsBoard, in which case the Advisor Asset Manager shall notify promptly the Board of Directors of the AdvisorAsset Manager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor Asset Manager shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the AdvisorAsset Manager, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors members of the board and officers of the AdvisorAsset Manager’s Affiliates, Affiliates shall not be liable to the Corporation Company, the Board, or to Shareholders of the Board of Directors or stockholders Company for any act or omission by the AdvisorAsset Manager, its members, managers, directors, officers or employees, or stockholders, members, managers, directors board or officers of the AdvisorAsset Manager’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 15 and Section 16 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Company shall hold harmless the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders Affiliates for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 to the extent permitted under the Company’s Articles of this AgreementIncorporation and under Section 18 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Section 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company's securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Article V of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company's securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor Manager shall notify promptly the Board of Directors of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the AdvisorManager, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the AdvisorManager’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders the Stockholders for any act or omission by the AdvisorManager, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken Manager, its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees employees, stockholders, members and partners and stockholders, and members, managers, stockholderspartners, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation, the Bylaws or Bylaws of the CorporationOperating Partnership Agreement, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall promptly notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor Manager shall notify promptly the Board of Directors of the Advisor’s Manager's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the AdvisorManager, its members, managersshareholders, directors, officers, employees officers and stockholdersemployees, and memberspartners, managers, stockholdersshareholders, directors and officers of the Advisor’s AffiliatesManager's partners and Affiliates of any of them, shall not be liable to the Corporation Company, or to the Board of Directors or stockholders Shareholders for any act or omission by the AdvisorManager, its members, managerspartners, directors, officers or and employees, or stockholderspartners, members, managersshareholders, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement Manager's partners except as provided in Paragraph 19 of this AgreementSections 18 and 20 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended(c) subject the Advisor to regulation under the Investment Advisers Act of 1940, or (cd) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsDirectors, officers, employees and stockholders, and members, managers, stockholders, directors Directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directorsDirectors, officers or employees, or stockholders, members, managers, directors Directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, ; (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, ; or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or Company and its Securities, or otherwise would not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, neither the AdvisorAdvisor nor any subadvisor, its members, managers, nor any of their respective directors, officers, employees and stockholdersemployees, and agents, members, managers, stockholders, directors and officers of the Advisor’s Affiliates, stockholders or other Affiliates shall not be liable to the Corporation or to Company, the Board of Directors or stockholders the Stockholders for any act or omission by the AdvisorAdvisor or any subadvisor, its members, managers, or any of their respective directors, officers or officers, employees, or stockholdersagents, members, managers, directors stockholders or officers of the Advisor’s other Affiliates taken or omitted to be taken in the performance of their duties under this Agreement Agreement, except as provided in Paragraph 19 Section 20 of this Agreement, and such parties shall be intended third party beneficiaries of this Section 7.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by (d) violate the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsofficers and employees, officers, employees and stockholders, and directors members, managers, stockholders, directors officers and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, directors, members, managers, directors officers or officers employees of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company, the Partnership, the Board or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers officers, employees or employeesstockholders, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Sections 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company, the Partnership or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 16 and 17 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status qualification of the Corporation Company as a REITREIT under the Code, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Declaration of Trust or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and membersthe partners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Sections 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by (d) the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REITREIT or of OP I and the Partnership as a partnership for federal income tax purposes, (b) subject the Corporation Company, OP I or the Partnership to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its OP I or the Partnership, the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws or agreement of limited partnership of the CorporationPartnership and OP I, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT unless the Board has determined that the Company will not seek or maintain REIT qualification, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securitiesthe Shares, or otherwise not be permitted by the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation or to Company, the Board of Directors or stockholders the Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Section 19 of this Agreement.

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, (d) require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, or otherwise not be permitted by (e) violate the Charter Articles of Incorporation or Bylaws Bylaws. In the event that an action would violate any of (a) through (e) of the Corporation, except if preceding sentence but such action shall be has been ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its managers, officers, employees and members, managersand the partners, directors, officers, employees and stockholders, and members, managers, stockholders, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and the partners, directors, officers, managers, directors, officers members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by (d) the Charter Declaration of Trust or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersShareholders, and members, managers, stockholdersShareholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managersShareholders, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 17 and 18 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Article V of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock or its other Securities, or otherwise not be permitted by the Charter Operating Partnership, or (d) violate the Charter, the Bylaws of or the CorporationOperating Partnership Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. For the avoidance of doubt, any activities that could be deemed by the SEC to be those of an “investment adviser” as such term is defined under the Investment Advisers Act of 1940 may only be performed by an SEC registered investment adviser. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officersofficers and employees, employees and stockholders, and members, managers, stockholdersdirectors, directors officers and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or the Operating Partnership or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status qualification of the Corporation Company as a REITREIT under the Code, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Declaration of Trust or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the ------------------------- contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement 's Affiliates, except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Trust as a REIT, (b) subject the Corporation Trust to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationTrust, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Declaration of Trust or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees general partners, trustees, employees, limited partners and stockholders, and membersthe directors, managersofficers, stockholdersgeneral partners, directors trustees, employees, limited partners and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Trust or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers or officers, general partners, trustees, employees, limited partners, or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, general partners, trustees, employees, limited partners, or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faithreasonable judgment, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faithreasonable judgment, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended(c) subject the Advisor to regulation under the Investment Advisers Act of 1940, or (cd) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsDirectors, officers, employees and stockholders, and members, managers, stockholders, directors Directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directorsDirectors, officers or employees, or stockholders, members, managers, directors Directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the The Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Corporation Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securitiesother securities, (d) require the Advisor to register as a broker-dealer with the SEC, FINRA or otherwise not be permitted by any state, (e) violate the Charter Articles of Incorporation or Bylaws or (f) violate the applicable rules under the Employee Retirement Income Security Act of 1974, as amended. In the event that an action would violate any of (a) through (f) of the Corporation, except if preceding sentence but such action shall be has been ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its managers, officers, employees and members, managersand the partners, directors, officers, employees and stockholders, and members, managers, stockholders, directors members and officers shareholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and the partners, directors, officers, managers, directors, officers members or employees, or stockholders, members, managers, directors or officers shareholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 24 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders the Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and membersthe partners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand the partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 22 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement; provided, however, that the Advisor has a fiduciary duty to the Corporation and its stockholders and the Advisor is also liable to the Corporation and its stockholders for violations of its fiduciary duty to them.”

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany or the Partnership, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employeesofficers, employees or stockholders, members, managers, directors or officers for any act or omission of any Affiliate of the Advisor’s Affiliates taken , its directors, officers, employees or omitted to be taken in the performance of their duties under this Agreement stockholders, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation regulation, or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares Stock, or its other Securities, or otherwise not be permitted by the Charter Operating Partnership, or Bylaws of (d) violate the CorporationCharter, the Bylaws, or the Operating Partnership Agreement, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall promptly notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees employees, and stockholders, and stockholders, members, managers, stockholdersdirectors, directors officers, and officers employees of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or the Operating Partnership or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers officers, or employees, or stockholders, membersdirectors, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Advisory Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsDirectors, officers, employees and stockholders, and members, managers, stockholders, directors Directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directorsDirectors, officers or employees, or stockholders, members, managers, directors Directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REITREIT unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall promptly notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and membersthe partners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand the partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Corporation shall hold harmless the Advisor, its membersdirectors, officers, managers, directors, officersmembers, employees and stockholders, and membersstockholders, managers, stockholdersmembers, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders 's Affiliates for any act or omission by the Advisor, its membersdirectors, officers, managers, directorsmembers, officers or employees, or stockholders, managers, members, managers, directors or officers of the Advisor’s 's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 to the extent permitted under the Corporation’s Articles of this AgreementIncorporation and under Section 18 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and membersthe partners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand the partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the : 9.1 The Advisor shall use its best efforts to refrain from taking any action which, that in its sole judgment made in good faithfaith and in the exercise of reasonable care, would (a) affect adversely affect the status of the Corporation Company as a REIT, (b) would subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, securities or otherwise is not be permitted by the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the The Advisor shall have no liability for acting in accordance with the specific instructions of not take any action ordered by the Board of Directors so givennot to be taken. Notwithstanding the foregoing, the Advisor, Advisor and its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shareholders shall not be liable to the Corporation Company, or to the Board of Directors or stockholders the Shareholders for any act or omission by the Advisor, its members, managers, directors, officers officers, employees or employeesshareholders, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 15 of this Agreement. 9.2 Subject to the foregoing, in performing its duties and obligations under this Agreement, the Advisor shall abide by and comply with the provisions and policies set forth in the Charter and Bylaws.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Trust as a REIT, (b) subject the Corporation Trust or the Controlled Partnership to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationTrust, its Shares or its the Controlled Partnership, their respective Securities, or otherwise not be permitted by the Charter Declaration of Trust, Bylaws or Bylaws Limited Partnership Agreement of the CorporationControlled Partnership, except if such action shall be ordered by the Board of DirectorsTrustees, in which case the Advisor shall notify promptly the Board of Directors Trustees of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsTrustees. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors Trustees so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersshareholders, and members, managers, stockholdersshareholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Trust, the Controlled Partnership or to the Board any of Directors their respective trustees, directors, officers, employees, shareholders, partners or stockholders agents for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managersshareholders, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its SecuritiesShares, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholdersmembers, and memberspartners, managersdirectors, stockholdersofficers, directors members and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, managersand partners, directors, officers officers, members or employees, or stockholders, members, managers, directors or officers stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, (c) subject the Corporation to regulation as an employee benefit plan under ERISA or the Code or (cd) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Operating Partnership or to the Corporation or its Board of Directors Directors, Stockholders or stockholders partners, or any other Company Entity and any of its equity holders, as the case may be, for any act or omission by the Advisor, its members, managersstockholders, directors, officers officers, employees, agents or employeesrepresentatives, or stockholders, membersdirectors, officers, partners, managers, directors members, agents or officers representatives of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Section 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company's securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, 's Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation, the Bylaws or Bylaws of the CorporationOperating Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation Trust to regulation under the Investment Corporation Company Act of 1940, as amended, amended or (cb) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Trust or its SecuritiesUnits, or otherwise not be permitted by the Charter or Bylaws Trust Agreement of the CorporationTrust, except if such action shall be ordered by the Board of DirectorsTrustees, in which case the Advisor shall notify promptly the Board of Directors Trustees of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsTrustees. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors Trustees so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Corporation Trust or to the Board of Directors Trustees or stockholders Unitholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation as a REIT, (b) subject the Corporation to regulation under the Investment Corporation Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares or its Securities, or otherwise not be permitted by the Charter or Bylaws of the Corporation, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation or to the Board of Directors or stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph Paragraphs 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faithjudgment, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its the Shares or its Securitiesany of the Company’s securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationBylaws, except if such the action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such the action and shall refrain from taking such the action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the The Advisor, its members, managers, directors, officers, employees and stockholders, and membersthe directors, managersofficers, stockholders, directors employees and officers stockholders of the Advisor’s Affiliates, shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its membersdirectors, managersofficers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers or employees, employees or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement stockholders except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its the Company’s sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended(c) subject the Advisor to regulation under the Investment Advisers Act of 1940, or (cd) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Corporation, its Shares Company or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered requested by the Board of DirectorsCompany, in which case the Advisor shall notify promptly the Board of Company and the Independent Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board Company, and may require written evidence from the Company of Directorsapproval by a majority of the Independent Directors prior to taking such action. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors Company so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directorsDirectors, officers or employees, or stockholders, members, managers, directors Directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 Sections 20 (Indemnification by the Company) and 21 (Indemnification by Advisor) of this Agreement.

Limitations on Activities. Anything else in Notwithstanding any provision of this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Act of 1940, as amendedCompany Act, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Shares the Operating Partnership or its Securitiestheir securities, or otherwise not be permitted by the Charter or Bylaws Governing Instruments of the CorporationCompany or the Operating Partnership Agreement, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors Trustee’s of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directorsgovernors, officers, employees and stockholders, and members, managers, stockholders, directors and officers members of the Advisor’s Affiliates, Advisor or an Affiliate of the Advisor shall not be liable to the Corporation Company, Operating Partnership or to the Board holders of Directors or stockholders their securities for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates Advisor taken or omitted to be taken in the performance of their Advisor’s duties under this Agreement except as provided in Paragraph 19 Section 21 of this Agreement.. ​ ​

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Trust as a REIT, (b) subject the Corporation Trust to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationTrust, its the Shares or its Securitiesother securities, or otherwise (d) not be permitted by the Charter Declaration of Trust or Bylaws of the CorporationBylaws, except if such action shall be ordered by the Board of DirectorsBoard, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of DirectorsBoard. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its membersAffiliates, managers, the directors, officers, employees general partners, trustees, employees, limited partners and stockholders, and members, managers, stockholders, directors and officers stockholders of the Advisor’s Affiliates, Advisor and its Affiliates shall not be liable to the Corporation Trust or to the Board of Directors or stockholders Shareholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers any of the Advisor’s Affiliates taken Affiliates, or omitted to be taken in any of the performance directors, officers, general partners, trustees, employees, limited partners, or stockholders of their duties under this Agreement the Advisor or any of its Affiliates, except as provided in Paragraph 19 Section 5.02 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Corporation Company as a REIT, (b) subject the Corporation Company to regulation under the Investment Corporation Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CorporationCompany, its Equity Shares or its Securities, or otherwise not be permitted by the Charter Articles of Incorporation or Bylaws of the CorporationCompany, except if such action shall be ordered by the Board of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, Affiliates shall not be liable to the Corporation Company or to the Board of Directors or stockholders Stockholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement Affiliates, except as provided in Paragraph 19 Paragraphs 21 and 22 of this Agreement.