Common use of OBLIGATIONS OF MANAGER; RESTRICTIONS Clause in Contracts

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or the Independent Directors with respect purchase price (plus closing costs) to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, conduct or other compliance or governance policies and proceduresprocedures or those of the applicable National Securities Exchange on which the Common Stock is listed. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 13 of this Agreement. (c) The Board of Directors shall may periodically review the Investment Guidelines and the Company’s and the Subsidiaries’ portfolio of Investments, but will is not required to review each proposed investment; provided that the Manager shall not consummate on behalf of the Company or any Subsidiary any transaction (other than a transaction that constitutes a co-investment, except which is addressed in Section 3(c)(iii) above) that involves (i) the sale of any investment to, (ii) the acquisition of any investment from, (iii) investing in, (iv) merging with, (v) arranging financing from, or (vi) providing financing to, Constellation, any Other Constellation Fund or any of their Affiliates, unless such transaction (A) is on terms no more favorable to Constellation, any Other Constellation Fund or any of their Affiliates than would be obtained from a third party on an arm’s length basis and (B) has been approved by a majority of the Independent Directors. In connection with the foregoing, it is understood and/or agreed for greater certainty that, while conflicts of interests may arise from time-to-time in connection with the investment activities of the Company, Constellation and the Other Constellation Funds (including as more fully described in Sections 3(c) and 3(d) above) and the Manager will seek to resolve any such conflicts of interest in a fair and equitable manner in accordance with the Investment Allocation Policy, to the extent applicable, and its prevailing policies and procedures with respect to conflicts resolution among Other Constellation Funds generally, there can be no assurance that any such conflicts will be resolved in favor of the Company and the Subsidiaries and only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company and/or the Subsidiaries to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided further that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then the Manager shall not have any liability to the Company, the Subsidiaries or any of their respective equityholders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the Investment Guidelinespursuit of their own interests. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager shall not consummate on behalf of the Company or any Subsidiary any offering or repurchase of the Company’s common or preferred equity securities or debt obligations unless such offering or repurchase has been authorized and/or approved by the Board of Directors or a duly constituted committee of the Board of Directors. (e) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSEapplicable National Securities Exchange on which the Common Stock is listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Constellation) who are involved in the business and affairs of the Company and the SubsidiariesCompany, to be bound by such policies and procedures to the extent applicable to such personsPersons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company Company, the Series and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAsset-Backed Finance Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company status under the Investment Company Act; or Act or (ivii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Series or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders, members or partners, for acts any act or omissions performed in accordance with and pursuant omission by the Manager, its directors, members, officers, shareholders, managers, personnel, employees or any Person controlling or controlled by the Manager or any Person providing sub-advisory services to this Agreement, the Manager except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines Company’s, the Series’ and the Company’s portfolio Subsidiaries’ holdings of Investments, Asset-Backed Finance Assets but will not review each proposed investmentAsset-Backed Finance Asset, except as otherwise provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenherein. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including None of the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Series or the Subsidiaries shall acquire any security structured or issued by an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset-Backed Finance Asset from or to any entity managed by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, Manager or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved unless (i) the transaction is approved or pre-approved in the business and affairs advance by a majority of the Company Independent Directors; and (ii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company Company, the Series and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) In the event that the Company, a Series or a Subsidiary invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Apollo’s Affiliates or the Manager, any such transactions shall require the approval or pre-approval of the Independent Directors.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment GuidelinesSection 2(k) hereof. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Colony Capital) who are involved in the business and affairs of the Company and the SubsidiariesCompany, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall use commercially reasonable efforts to require each seller or transferor of Investments assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany’s assets and investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with policies approved by the Investment Guidelines; Board of Directors or (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers shareholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, shareholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (df) The Manager agrees to be bound by shall at all policies and procedures, times during the term of this Agreement (including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, Current Term and any principals, officers Renewal Term) maintain a tangible net worth equal to or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) greater than $1,000,000. The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Company shall not invest in CDOs or any security structured or managed by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager or any affiliate thereof, unless (i) the Investment is made in accordance with the Guidelines and its officers, directors, members, managers and employees that are adopted (ii) such Investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such personsIndependent Directors. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s such entity's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company's or any Subsidiary Subsidiary's stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s 's portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or purchase price (plus closing costs) to the Independent Directors with respect to a proposed investmentCompany. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain “a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain "errors and omissions” " insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) , would adversely and materially affect the qualification status of the Company Acquired Companies as a REIT under corporation in good standing or a foreign corporation in good standing in such jurisdictions in which the Code; (iii) would adversely and materially affect the Company’s Acquired Companies are required to so qualify or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary Acquired Companies or that would otherwise not be permitted by the Companysuch entity’s respective Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Acquired Companies, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Acquired Company’s stockholders, employees or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (b) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Acquired Companies of property in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Acquired Companies of property to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Acquired Companies and another Person (not an Affiliate of the Company) with which the Acquired Companies has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (c) The Board of Directors shall periodically review reviews the Investment Guidelines Acquired Companies’ operations and assets and transactions undertaken by the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment GuidelinesAcquired Companies. If any transaction involved the acquisition of an asset from the Manager or an Affiliate of the Manager that was not approved in advance by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesDirectors, then a majority of the Independent Directors will consider what corrective action, if any, can Manager may be taken. The Manager shall be permitted required to rely upon repurchase the direction of asset at the Secretary of purchase price (plus closing costs) to the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentCompany. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the initial term and any renewal term) maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment for consultants, advisors or managers performing functions similar to those of the Manager under this Agreement with respect to assets similar businesses to the assets of the Company and the SubsidiariesBusinesses, in an amount which is comparable to that customarily maintained by other managers or servicers of such similar assetsbusinesses.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) , would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company’s portfolio ) with which the Company has a contractual relationship, take any action constituting the granting to such Person of Investmentsa waiver, but will not review forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided in the Investment Guidelines. If is approved by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentDirectors. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company and the Subsidiaries Entities to make such representations and warranties regarding such assets as may, in the commercially reasonable judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate in its commercially reasonable discretion with regard to the protection of the InvestmentsAssets. (b) The Manager shall use its reasonable best efforts to monitor relationships among the Company Entities, any tenant that leases the assets of the Company Entities, the Manager and its Affiliates and holders of equity interests in the Company to ensure compliance with REIT rules and regulations related to related party rents. (c) The Manager shall refrain from any action that, in its sole but reasonable judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; guidelines and policies of the Board of Directors, (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s Company Entities’ status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the any Company or any Subsidiary Entity or that would otherwise not be permitted by the Company’s Company Entities’ Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedurespolicies. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets or lessee or guarantor to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be customary, necessary and and/or appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iiiii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesCompany’s investment criteria, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to any entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to timeManager or its Affiliates, including those required under unless (i) the Exchange Act, the Securities Act, or transaction is approved in advance by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company Independent Directors; and (ii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) In the event that the Company or any Subsidiary invests in, acquires or sells assets to any joint ventures with iStar or its Affiliates, or if the Company or any Subsidiary purchases assets from, sells assets to, arranges financing from, or provides financing to, iStar or any of its Affiliates, any such transactions shall require the approval of the Independent Directors. (f) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Manual, (ii) would adversely and materially affect can reasonably be expected to result in the qualification loss of the Company Company’s status as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officersAffiliates, directors, members, managers officers and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Trustees, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its Affiliates, officers or employees except as provided in Section 12 of this Agreement10. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s 's or any Subsidiary’s 's status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s 's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company's or any Subsidiary Subsidiary's stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s 's portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to time, including those required under Manager or its affiliates unless (i) the Exchange Act, transaction is made in accordance with the Securities Act, or Guidelines; (ii) the transaction is approved in advance by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “"errors and omissions” " insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, Manager or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved unless (i) the transaction is made in accordance with the business and affairs Guidelines; (ii) the transaction is approved in advance by a majority of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) In the event that the Company invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Apollo’s Affiliates or the Manager, any such transactions shall require the approval of the Independent Directors.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the sole judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.made in good faith 11 (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Manual, (ii) would adversely and materially affect can reasonably be expected to result in the qualification loss of the Company Company’s status as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officersAffiliates, directors, members, managers officers and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Trustees, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its Affiliates, officers or employees except as provided in Section 12 of this Agreement10. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: judgment, (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directorsstockholders, members, managers managers, personnel, directors, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreement, omission by any such Person except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall invest in any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any affiliate thereof, directors, members, managers and employees that are adopted unless (i) the Investment is made in accordance with the Guidelines; (ii) such Investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs at least one of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent Investment is made in accordance with applicable to such personslaws. (e) The Manager shall use its best efforts to at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as maymay be, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect can reasonably be expected to result in the qualification loss of the Company Company’s status as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the status of the Company or the Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s status reliance on any exemption from registration as an entity intended to be exempted or excluded from “investment company status company” under the Investment Company Act; or , or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Company shall not invest in any investment vehicle managed by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager or any Affiliate thereof, unless (i) the investment is made in accordance with the Guidelines and its officers, directors, members, managers and employees that are adopted (ii) such investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such personsIndependent Directors. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to Person entering into any agreement with the Company and the Subsidiaries Managed Entities to make such representations and warranties regarding such assets warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsManaged Entities and the Business. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance in all material respects with the Investment Guidelines; Partnership’s Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely and materially affect would, to the qualification knowledge of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would Manager, violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by the Company’s relevant Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, neither the Manager and Manager, nor its officersAffiliates, members, managers, directors, membersofficers, managers and stockholders or employees shall not be liable to the Company Managed Entities, the General Partner, or the Managed Entities’ limited partners, interest holders or shareholders, for any Subsidiary act or to any director omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 of this AgreementSECTION 14. (c) The Board Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of Directors shall periodically review the Investment Guidelines Managed Entities of an asset in which the Manager or any of its Affiliates has a direct or indirect ownership interest or the sale by any of the Managed Entities of an asset to the Manager or any of its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Managed Entities and another Person (not an Affiliate of the Company’s portfolio Managed Entities) with which any of Investmentsthe Managed Entities has a contractual relationship, but will not review or otherwise, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided is approved by the Independent Directors. As applicable now or in the Investment Guidelines. If a majority of future, to the extent that any such transaction is approved by the Independent Directors determine in their periodic review such consent shall constitute client consent to principal trades pursuant to the provisions of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority Advisers Act of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment1940. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the CompanySpinCo’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (ivii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company SpinCo or any Subsidiary or that would otherwise not be permitted by the CompanySpinCo’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to the Company SpinCo or any Subsidiary Subsidiary, the Board of Trustees, or to any director or stockholder of the Company SpinCo’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 of this Agreement. (cb) The Board of Directors Trustees shall periodically review the Investment Guidelines and the CompanySpinCo’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenAssets. The Manager shall be permitted to rely upon the direction of the Secretary of the Company SpinCo to evidence the approval of the Board of Directors Trustees or the Independent Directors Trustees with respect to a proposed investmenttransaction involving the Assets. (c) Neither SpinCo nor the Subsidiaries shall acquire or dispose of any security issued by SAFE or any entity managed by the Manager or any Affiliate thereof, other than the acquisition of the shares of SAFE that are part of SpinCo’s portfolio at the time of the Spin-Off, or purchase or sell any Asset from or to any entity managed by the Manager or its Affiliates, unless (i) the transaction is approved in advance by a majority of the Independent Trustees; and (ii) the transaction is made in accordance with applicable laws and the Governance Agreement. (d) The Manager agrees In the event that SpinCo or any Subsidiary invests in, acquires or sells assets to be bound by all policies and proceduresany joint ventures with iStar or its Affiliates, including or if SpinCo or any Subsidiary purchases assets from, sells assets to, arranges financing from, or provides financing to, iStar or any of its Affiliates, any such transactions shall require the Companyapproval of the Independent Trustees other than the acquisition of the shares of SAFE that are part of SpinCo’s code portfolio at the time of conduct the Spin-Off, and other compliance and governance policies and procedures, applicable than the secured term loan being provided by SAFE to SpinCo in connection with the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such personsSpin-Off. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company SpinCo and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.otherwise provided

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or purchase price (plus closing costs) to the Independent Directors with respect to a proposed investmentCompany. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or purchase price (plus closing costs) to the Independent Directors with respect to a proposed investmentCompany. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, partners or members, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect can reasonably be expected to result in the qualification loss of the Company Company’s status as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s or Subsidiary’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directorsstockholders, members, managers managers, personnel, directors, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreement, omission by any such Person except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall invest in any security structured or issued by, or purchase or sell any Asset from or to, Pine River, Provident, any entity managed by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officersor any venture or Affiliate of any of them unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by at least a majority of, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Actor a committee appointed by, the Securities Act, or by Independent Directors; and (iii) the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved transaction is made in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent accordance with applicable to such personslaws. (e) The Manager shall use its best efforts at all times during the term of this Agreement to maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) Any investment in, or acquisition or sale of assets from or to, Pine River, Provident, any entity managed by the Manager or any venture or Affiliate of any of them shall require the approval of the Independent Directors or a committee appointed by the Independent Directors. (g) If at any time the Manager shall have reason to believe that there is a conflict between its duties and obligations to the Company and its duties and obligations to any other client, the Manager shall notify the Company immediately. In the event of any such conflict of interest, the Manager and the Company shall negotiate in good faith regarding the establishment of appropriate policies and procedures to ensure that conflicts of interest are resolved in a manner that is fair and equitable to all parties. Without limiting the foregoing, the Manager will put in effect appropriate procedures under the circumstances to ensure that the proprietary data of the Company and the Subsidiaries’ is protected and is neither disclosed to any third party without the Company’s consent nor used to give any party an improper competitive advantage. In allocating expenses between the Company and other clients, the Manager will allocate expenses that are specific to a given client to such client, and will allocate expenses that are determined by the Manager, acting in good faith, to be attributable to more than one client on a fair and equitable basis among the various clients for which such expenses were incurred. The Manager shall act in good faith to represent and treat all of its clients substantially equally, including the Company, in rendering services, and shall, upon the Company’s reasonable request, provide data and reports on a confidential basis evidencing the allocation of expenses among different clients (whose identities may be withheld), including vacancy rates, turnover rates and average lease terms in each relevant market.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, conduct or other compliance or governance policies and proceduresprocedures or those of the applicable National Securities Exchange on which the Common Stock is listed. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 13 of this Agreement. (c) The Board of Directors shall may periodically review the Investment Guidelines and the Company’s and the Subsidiaries’ portfolio of Investments, but will not review each proposed investment; provided that the Manager shall not consummate on behalf of the Company or any Subsidiary any transaction (other than a transaction that constitutes a co-investment, except which is addressed in Section 3(c)(iii) above) that involves (i) the sale of any investment to, (ii) the acquisition of any investment from, (iii) investing in, (iv) merging with, (v) arranging financing from, or (vi) providing financing to, Constellation, any Other Constellation Fund or any of their Affiliates, unless such transaction (A) is on terms no more favorable to Constellation, any Other Constellation Fund or any of their Affiliates than would be obtained from a third party on an arm’s length basis and (B) has been approved by a majority of the Independent Directors. In connection with the foregoing, it is understood and/or agreed for greater certainty that, while conflicts of interests may arise from time-to-time in connection with the investment activities of the Company, Constellation and the Other Constellation Funds (including as more fully described in Sections 3(c) and 3(d) above) and the Manager will seek to resolve any such conflicts of interest in a fair and equitable manner in accordance with the Investment Allocation Policy, to the extent applicable, and its prevailing policies and procedures with respect to conflicts resolution among Other Constellation Funds generally, there can be no assurance that any such conflicts will be resolved in favor of the Company and the Subsidiaries and only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company and/or the Subsidiaries to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided further that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then the Manager shall not have any liability to the Company, the Subsidiaries or any of their respective equityholders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the Investment Guidelinespursuit of their own interests. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSEapplicable National Securities Exchange on which the Common Stock is listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Constellation) who are involved in the business and affairs of the Company and the SubsidiariesCompany, to be bound by such policies and procedures to the extent applicable to such personsPersons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the status of the Company or the Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s status reliance on any exemption from registration as an entity intended to be exempted or excluded from “investment company status company” under the Investment Company Act; or , or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoingforegoing or any other provisions of this Agreement, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage (which may be in the form of combined insurance policies with the Company) that is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (e) The Manager shall use its commercially reasonable efforts to ensure that the individuals listed on Exhibit B, each of whom is a member or employee of the Manager, the Company or a Subsidiary, comply with the applicable stock ownership guidelines set forth thereon (such stock ownership guidelines as may be amended from time to time by the Board of Directors, the “Stock Ownership Guidelines”). For purposes of calculating compliance with the Stock Ownership Guidelines, all vested shares of Common Stock (including vested shares from any restricted share grants) owned by an individual listed on Exhibit B shall count towards the number of shares of Common Stock or the aggregate dollar value of Common Stock, as applicable, such individual is required to own. For the avoidance of doubt, all shares of Common Stock subject to the Stock Ownership Guidelines shall remain subject to the Company’s internal policies and procedures, including but not limited to the Manager’s and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Stock Ownership Guidelines shall terminate as to any individual listed on Exhibit B when the employment of such individual with the Manager, the Company or a Subsidiary, as applicable, terminates.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) , would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not (i) consummate any transaction that would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an affiliate of the Company’s portfolio ) with which the Company has a contractual relationship, take any action constituting the granting to such Person of Investmentsa waiver, but will not review forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided in the Investment Guidelines. If is approved by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentDirectors. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement Term maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action actions as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company Colony American Homes REIT as a REIT under the Code; (iii) would adversely and materially affect the CompanyColony American Homes REIT’s or any Subsidiary’s of its Subsidiaries’ status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Colony American Homes REIT or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the CompanyColony American Homes REIT’s or any of its relevant Subsidiaries’ Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such the qualification of Colony American Homes REIT as a REIT, Colony American Homes REIT’s or any of its Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company Colony American Homes REIT or any Subsidiary of its Subsidiaries or to any director or stockholder or other owner of the Company Colony American Homes REIT or any Subsidiary of its Subsidiaries for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the CompanyColony American Homes REIT’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentSection 2(k) hereof. (d) The Manager agrees to be bound by all policies and procedures, including the CompanyColony American Homes REIT’s and its Subsidiaries’ code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSENYSE (or such other securities exchange on which the Common Stock may be listed), and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Colony American Homes REIT or any of its Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesColony American Homes REIT, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsInvestments.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties and take such other actions regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate and in light of general marketplace conventions with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from regulation as an investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) Any acquisition by the Company of debt or equity securities issued by a CDO or CLO issuer that has been structured or will be managed by ▇▇▇▇▇ Bros. or any of its Affiliates, and any borrowings by the Company from the Manager or its Affiliates (including ▇▇▇▇▇ Bros.), acting as lenders, shall be approved by a majority of the Company’s Independent Directors in accordance with the Guidelines. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest, or the sale by the Company of an asset of the Company to the Manager or any Affiliate thereof; or a transaction in which it is contemplated that the Manager or any Affiliate thereof will co-invest with the Company; provided, however that (1) it is expressly agreed that if the Company has obtained the approval of a majority of its Independent Directors to purchase an equity interest in a CDO or CLO managed by ▇▇▇▇▇ Bros., the further approval of the Independent Directors shall not be required for the funding or acquisition of particular collateral investments that will be owned by such CDO or CLO; and (2) a warehouse facility or similar financing arrangement for the funding and acquisition of collateral to be held by a CDO or CLO in which the Independent Directors of the Company have approved the purchase of equity securities by the Company shall not be deemed to be a co-investment by the Company and the Manager and its Affiliates; provided further, however, that subject to compliance by the Manager with the Guidelines, the Manager may cause the Company to consummate the sale of a Leveraged Loan investment that collateralizes a warehouse facility to which the Company is a party to a CDO or CLO or other securitization entity that is managed by the Manager or ▇▇▇▇▇ Bros. or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest in the reasonable judgment of the Manager or the Board of Directors shall because the Manager manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, in the case of each of (i) and (ii), without the approval of a majority of the Independent Directors. (e) The parties acknowledge that it is contemplated that the Board of Directors will periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that at the Company’s expense which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; Code or (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s 's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company's or any Subsidiary Subsidiary's stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s 's portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Company shall not invest in CDOs or any security structured or managed by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager or any affiliate thereof, unless (i) the Investment is made in accordance with the Guidelines and its officers, directors, members, managers and employees that are adopted (ii) such Investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such personsIndependent Directors. (e) The Manager shall at all times during the term of this Agreement maintain “"errors and omissions” " insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole good faith judgment made in good faith: (i) is would not be in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or ’s, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or , (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or Company, any Subsidiary or that any Additional Party or (iv) would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and proceduresInstruments thereof. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and shall not be liable to the Company, any Subsidiary or any Additional Party or any security holders of the Company, any Subsidiary or any Additional Party, for any act or omission by the Manager, its directors, officers, limited and general partners or employees except as provided in Section 11 of this Agreement and the Manager’s directors, membersofficers, managers limited and general partners and employees shall not be liable for any such act or omission. For purposes of this Section 7(b), no Person to whom the Company Manager or any Subsidiary or to of its Affiliates provides any director or stockholder of services shall be considered an Affiliate with the Company Manager or any Subsidiary for acts or omissions performed of its Affiliate unless the Manager and/or its Affiliates own a controlling economic interest in accordance with and pursuant to this Agreement, except as provided in Section 12 the equity interests of this Agreementsuch Person. (c) The Board of Directors Manager shall periodically review not (i) consummate any transaction which would involve the Investment Guidelines and acquisition by the Company’s portfolio , any Subsidiary or any Additional Party of Investmentsan asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company, but will not review each proposed investmentany Subsidiary or any Additional Party of an Asset to the Manager or any Affiliate thereof, except (ii) consummate any transaction that would involve the acquisition by one or more other client account of the Manager of all or a majority of any class of fixed income securities issued by any such Subsidiary, (iii) consummate any transaction that would involve the acquisition by the Company or any Subsidiary of any securities issued by a securitization vehicle in which the Manager or its Affiliates or one or more other clients of the Manager also hold securities, unless such securities are of the same class and are acquired at the same time as provided by such other client accounts or (iv) under circumstances where the Manager or such Affiliate is subject to an actual or potential conflict of interest, in the Investment Guidelines. If reasonable judgment of the Manager, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be, is approved by a majority of the Independent Directors determine in their periodic review Directors. For purposes of transactions that a particular transaction does not comply this Section 7(c), no Person to whom the Manager or any of its Affiliates provides any services shall be considered an Affiliate with the Investment Guidelines, then Manager or any of its Affiliate unless the Manager and/or its Affiliates own a majority controlling economic interest in the equity interests of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentsuch Person. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing similar functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiarieseach Subsidiary, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (e) Except with the prior approval by a majority of the Independent Directors, the Manager shall refrain from any action that in its good faith judgment would cause (i) the Company not to be treated as a partnership for U.S. federal income purposes or to be treated as an association or a publicly traded partnership taxable as a corporation, (ii) the Company to recognize any income that would be “unrelated trade or business taxable income” for U.S. federal income tax purposes, (iii) any Company subsidiary that elects to be subject to tax, for U.S. federal income tax purposes, as a REIT not to qualify for taxation as a REIT or (iv) the Company to own more than 50% in value of the beneficial ownership of any Subsidiary that is treated as a domestic corporation for U.S. federal income tax purposes, unless the Company receives a ruling from the IRS or an opinion of counsel that no adverse tax consequences would result from such ownership. (f) The Manager shall refrain from any action that in its good faith judgment would cause the Company to be engaged in (or recognize any income that is considered to be derived from the conduct of) a U.S. trade or business for federal income tax purposes (provided that there shall be no limitation on the ability of the Company to recognize capital gain dividends from the REIT Subsidiary attributable to sales of U.S. real property interests (as defined in Section 897 of the Code) on or after January 1, 2008). (g) The Manager shall not execute on behalf of the Company, any Subsidiary or any Additional Party any bond, note, debenture or other evidence of indebtedness, stock certificate, deed, mortgage, deed of trust, indenture, contract, lease, agreement or other instrument unless such bond, note, debenture or other evidence of indebtedness, stock certificate, deed, mortgage, deed of trust, indenture, contract, lease, agreement or other instrument is also executed by the Chief Executive Officer, Secretary or Treasurer of the Company, Subsidiary or Additional Party, as the case may be.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) , would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company’s portfolio ) with which the Company has a contractual relationship, take any action constituting the granting to such Person of Investmentsa waiver, but will not review forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided in the Investment Guidelines. If is approved by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenDirectors. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.577510.02-Wilmington Server 1A MSW - (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment GuidelinesSection 2(k) hereof. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Colony Capital) who are involved in the business and affairs of the Company and the SubsidiariesCompany, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) , would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not (i) consummate any transaction that would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an affiliate of the Company’s portfolio ) with which the Company has a contractual relationship, take any action constituting the granting to such Person of Investmentsa waiver, but will not review forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided in the Investment Guidelines. If is approved by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentDirectors. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement Term maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets. SECTION 8.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action actions as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany’s and its Subsidiaries’ Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelinesthis Agreement; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s of its Subsidiaries’ status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the Company’s or any of its relevant Subsidiaries’ Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any of its Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary of its Subsidiaries or to any director or stockholder or other owner of the Company or any Subsidiary of its Subsidiaries for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s and its Subsidiaries’ code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by any securities exchange on which the NYSECommon Stock may be listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the or any of its Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ed) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties and take such other actions regarding such assets as may, in the judgment of the Manager, be necessary and appropriateappropriate and in light of general marketplace conventions with regard to the protection of the investments. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investmentsappropriate. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from regulation as an investment company status under the Investment Company Act; or 1940 Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers and employees officers or members shall not be liable to the Company Company, the Board of Directors, or the Company’s stockholders, for any Subsidiary act or to any director omission by the Manager, its directors, officers or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, members except as provided in Section 12 11 of this Agreement. (c) The parties acknowledge that it is contemplated that the Board of Directors shall will periodically review the Investment Guidelines and the Company’s portfolio of Investments, investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary Chief Legal Officer of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. The premium for such insurance shall be paid by the Manager or its Affiliates.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to Person entering into any agreement with the Company and the Subsidiaries Managed Entities to make such representations and warranties regarding such assets warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsManaged Entities and the Business. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance in all material respects with the Investment Guidelines; Partnership's Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely and materially affect would, to the qualification knowledge of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would Manager, violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by the Company’s relevant Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, neither the Manager and Manager, nor its officersAffiliates, members, managers, directors, membersofficers, managers and stockholders or employees shall not be liable to the Company Managed Entities, the General Partner, or the Managed Entities' limited partners, interest holders or shareholders, for any Subsidiary act or to any director omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 of this AgreementSECTION 14. (c) The Board Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of Directors shall periodically review the Investment Guidelines Managed Entities of an asset in which the Manager or any of its Affiliates has a direct or indirect ownership interest or the sale by any of the Managed Entities of an asset to the Manager or any of its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Managed Entities and another Person (not an Affiliate of the Company’s portfolio Managed Entities) with which any of Investmentsthe Managed Entities has a contractual relationship, but will not review or otherwise, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided is approved by the Independent Directors. As applicable now or in the Investment Guidelines. If a majority of future, to the extent that any such transaction is approved by the Independent Directors determine in their periodic review such consent shall constitute client consent to principal trades pursuant to the provisions of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority Advisers Act of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment1940. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (df) The Manager agrees to be bound by shall at all policies and procedures, times during the term of this Agreement (including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, Initial Term and any principals, officers Renewal Term) maintain a tangible net worth equal to or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) greater than $1,000,000. The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) : • is not in compliance with the Investment Guidelines; (ii) ; • would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) ; • would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) or • would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would be in contravention of the Guidelines or adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investmentInvestment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentInvestment. (d) Neither the Company nor the Subsidiaries shall purchase or invest in any loan originated by the Manager or any Affiliate thereof or purchase or invest in any security structured or issued by an entity managed by the Manager or any Affiliate thereof, or invest in, acquire or sell any assets, or arrange financing from or provide financing to, any entity managed by the Manager or its Affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors; and (iii) the transaction is made in accordance with applicable laws. (e) The Manager agrees to be bound by all policies and procedures, including the Company’s code of business conduct and ethics and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, Act or the Securities Act, or by the NYSENYSE or other stock exchange requirements, as applicable, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including the Advisor) who are involved in the business and affairs of the Company and the SubsidiariesCompany, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (g) The Manager shall provide the Company with at least 30 days’ prior written notice of any proposed changes to its allocation policies, which notice shall set forth the proposed changes.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of “investment company status company” under the Investment Company Act; or Act or (iv) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, Instruments or other compliance or governance policies and proceduresConduct Policies. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing InstrumentsInstruments or Conduct Policies. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, other personnel and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesAssets, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets. (e) In the event that the Company purchases Assets from or sells Assets to the Manager or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall be made in accordance with the Manager’s then prevailing cross-trade policies and procedures; provided, however, that if such transaction does not comply with the Manager’s then prevailing cross-trade policies and procedures, such transaction shall require the approval of a majority of the Independent Directors. (f) In the event that the Company enters into any joint venture arrangements with the Manager or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in (other than temporary investments for cash management purposes) or arranges financing from or provides financing to the Manager or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall require the approval of a majority of the Independent Directors. (g) On occasions when the Manager deems the purchase or sale of an investment to be in the best interest of the Company as well as other managed investment vehicles or accounts of the Manager or its Affiliates, to the extent permitted by applicable law, the Manager may aggregate the investments to be sold or purchased in order to obtain the best execution of the order or lower brokerage commissions, if any. The Manager may also on occasion purchase or sell a particular investment for one or more managed investment vehicles or accounts of the Manager or its Affiliates in different amounts.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to Person entering into any agreement with the Company and the Subsidiaries Managed Entities to make such representations and warranties regarding such assets warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsManaged Entities and the Business. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance in all material respects with the Investment Guidelines; Partnership’s Agreement of Limited Partnership and the Guidelines as then in effect, (ii) would adversely and materially affect would, to the qualification knowledge of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would Manager, violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by the Company’s relevant Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, neither the Manager and Manager, nor its officersAffiliates, members, managers, directors, membersofficers, managers and stockholders or employees shall not be liable to the Company Managed Entities, the General Partner, or the Managed Entities’ limited partners, interest holders or shareholders, for any Subsidiary act or to any director omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 of this AgreementSECTION 14. (c) The Board Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of Directors shall periodically review the Investment Guidelines Managed Entities of an asset in which the Manager or any of its Affiliates has a direct or indirect ownership interest or the sale by any of the Managed Entities of an asset to the Manager or any of its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Managed Entities and another Person (not an Affiliate of the Company’s portfolio Managed Entities) with which any of Investmentsthe Managed Entities has a contractual relationship, but will not review or otherwise, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided is approved by the Independent Directors. As applicable now or in the Investment Guidelines. If a majority of future, to the extent that any such transaction is approved by the Independent Directors determine in their periodic review such consent shall constitute client consent to principal trades pursuant to the provisions of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority Advisers Act of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment1940. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the status of the Company or the Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s status reliance on any exemption from registration as an entity intended to be exempted or excluded from “investment company status company” under the Investment Company Act; or , or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall will periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions the Guidelines and the Company’s portfolio of Assets that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can should be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Company shall not invest in any investment vehicle managed by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager or any Affiliate thereof, other than Bayview Acquisitions, LLC, unless (i) the investment is made in accordance with the Guidelines and its officers, directors, members, managers and employees that are adopted (ii) such investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such personsIndependent Directors. (e) The Manager at its cost and expense shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would cause the Company to be treated as an association or publicly traded partnership taxable as a corporation, (iii) would adversely and materially affect the qualification status of the Company KKR Corp. as a REIT under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders, interest holders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall be subject to, and shall at all times act in accordance with, the Investment Policies. (b) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection and realization of the Investments. (bc) The Manager shall refrain from any action that, in its sole judgment made in good faith: judgment: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; ; (iiiii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and proceduresDocuments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing InstrumentsDocuments. Notwithstanding the foregoing, the Manager and Manager, its officers, directorsstockholders, members, managers managers, personnel, directors, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreement, omission by any such Person except as provided in Section 12 11 of this Agreement. (cd) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesPolicies, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (de) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall invest in any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to timeManager or its Affiliates, including those required under unless: (i) the Exchange Act, transaction is made in accordance with the Securities Act, or by Investment Policies; and (ii) the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved transaction is made in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent accordance with applicable to such personslaws. (ef) The Manager shall use its best efforts to at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsInfrastructure Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company status under the Investment Company Act; or Act or (ivii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, shareholders, personnel or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio holdings of Investments, Infrastructure Assets but will not review each proposed investmentInfrastructure Asset, except as otherwise provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenherein. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Infrastructure Asset from or to any entity managed by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, Manager or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved unless (i) the transaction is approved in the business and affairs advance by a majority of the Company Independent Directors; and (ii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) In the event that the Company invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by ▇▇▇▇▇▇’s Affiliates or the Manager, any such transactions shall require the approval of the Independent Directors.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to Person entering into any agreement with the Company and the Subsidiaries Managed Entities to make such representations and warranties regarding such assets warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsManaged Entities and the Business. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance in all material respects with the Investment Guidelines; Partnership’s Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely and materially affect would, to the qualification knowledge of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would Manager, violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by the Company’s relevant Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, neither the Manager and Manager, nor its officersAffiliates, members, managers, directors, membersofficers, managers and stockholders or employees shall not be liable to the Company Managed Entities, the General Partner, or the Managed Entities’ limited partners, interest holders or shareholders, for any Subsidiary act or to any director omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 of this AgreementSECTION 13. (c) The Board Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of Directors shall periodically review the Investment Guidelines Managed Entities of an asset in which the Manager or any of its Affiliates has a direct or indirect ownership interest or the sale by any of the Managed Entities of an asset to the Manager or any of its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Managed Entities and another Person (not an Affiliate of the Company’s portfolio Managed Entities) with which any of Investmentsthe Managed Entities has a contractual relationship, but will not review or otherwise, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided is approved by the Independent Directors. As applicable now or in the Investment Guidelines. If a majority of future, to the extent that any such transaction is approved by the Independent Directors determine in their periodic review such consent shall constitute client consent to principal trades pursuant to the provisions of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority Advisers Act of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment1940. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faithfaith judgment: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or; (ivii) would knowingly violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s or any of its Subsidiaries’ Governing Instruments, code of conduct, conduct or other compliance or governance policies and procedures; (iii) would result in a material default under any contract to which the Company is a party, including the Company’s credit facilities; or (iv) would knowingly violate a policy or directive of the Company or any Subsidiary or any or resolution of the Board of Trustees. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or regulation, the Company’s or any of its Subsidiaries’ Governing Instruments, code of conduct or other compliance or governance and procedures, or any such contract. Notwithstanding the foregoing, the Manager and Manager, its officersAffiliates, their respective controlling Persons, directors, officers, members, managers managers, partners, owners and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company its Subsidiaries, or any Subsidiary of their respective trustees, directors, managers officers, or security holders for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 10 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely in good faith upon the direction of any written communication from the Secretary of the Company CHC to evidence the approval of the Board of Directors or the Independent Directors Trustees with respect to a proposed investmentany matter. (db) The Manager agrees that any of its Manager Representatives who provide services to the Company or any of its Subsidiaries pursuant to the terms of this Agreement shall be bound by all rules, policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, procedures applicable to the Manager and its all officers, directors, membersemployees, managers agents and employees other representatives of the Company and its Subsidiaries that are adopted by the Board of Directors Trustees, from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSEany national securities exchange on which any of CHC’s securities are listed, and the Manager agrees to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, such Manager Representatives to be bound by such rules, policies and procedures to the extent applicable to such personsPersons. (ec) The Manager shall at all times during provide the term Board of this Agreement maintain “errors and omissions” insurance coverage Trustees such periodic and other insurance coverage that is customarily carried reports concerning the services rendered hereunder and the Manager’s performance of its obligations hereunder as may be reasonably requested by asset and investment managers performing functions similar to those the Board of Trustees. (d) The Company shall name the Manager and its principals, officers, directors, members, managers and employees as additional insureds under its directors’ and officers’ liability insurance, investment advisor insurance, fidelity insurance and/or errors, omissions and liability policies with respect to the services provided under this Agreement with respect to assets similar at the sole cost and expense of the Company; provided, however, that the Manager may elect by written notice to the assets Company to suspend the Company’s obligation to provide such insurance coverage for a period specified in such notice, and upon the expiration of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetssuch period such obligation shall be automatically reinstated.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company Company, the Series and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsPortfolio Assets, subject to the directions and supervision of the Board of Directors. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company status under the Investment Company Act; or Act or (ivii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Series or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders, members or partners, for acts any act or omissions performed in accordance with and pursuant omission by the Manager, its directors, members, officers, shareholders, managers, personnel, employees or any Person controlling or controlled by the Manager or any Person providing sub-advisory services to this Agreement, the Manager except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines Company’s, the Series’ and the Company’s portfolio Subsidiaries’ holdings of Investments, Portfolio Assets but will not review each proposed investmentPortfolio Asset, except as otherwise provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenherein. The Manager shall be permitted to rely upon the direction of the Secretary of the Company or other authorized officer to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including None of the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Series or the Subsidiaries shall acquire any security structured or issued by an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Portfolio Asset from or to any entity managed by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, Manager or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved unless (i) the transaction is approved or pre-approved in the business and affairs advance by a majority of the Company Independent Directors; and (ii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company Company, the Series and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) In the event that the Company, a Series or a Subsidiary invests in, acquires or sells assets to any joint ventures with PIMCO or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to PIMCO, PIMCO sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by PIMCO’s Affiliates or the Manager, any such transactions shall require the approval or pre-approval of the Independent Directors.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s 's status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s 's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company's or any Subsidiary Subsidiary's stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s 's portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any Renewal Term) maintain “a tangible net worth equal to or greater than $1,000,000. The Manager shall at all times during the term of this Agreement maintain "errors and omissions” " insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall use commercially reasonable efforts to require each seller or transferor of Investments assets to the Company and the Subsidiaries Company, New Parent or any Subsidiary to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany’s assets and investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with policies approved by the Investment Guidelines; Board of Directors or (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Company, New Parent or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers shareholders and employees shall not be liable to the Company Company, New Parent or any Subsidiary Subsidiary, the Board of Directors, or to their shareholders or partners for any director act or stockholder of omission by the Company Manager, its directors, officers, shareholders or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment managers persons performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiariesor New Parent, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall shall, as a precondition to any investment, require each seller or transferor of Investments investment assets to any of the Company and the Subsidiaries Partnership Companies to make such representations representations, warranties and warranties covenants regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems reasonably necessary or appropriate or as reasonably advised by the Board of Directors with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would materially adversely and materially affect the qualification status of the Company or any other relevant Partnership Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s of the Companies’ status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by any of the Company’s Companies’ Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Manager shall not knowingly (i) consummate any transaction that would involve the acquisition by any of the Companies of an asset in which the Manager or any Affiliate thereof has a material ownership interest or the sale by any of the Companies of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager or the Board of Directors, because the Manager manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, that this Section 7(c) shall not apply to (A) any redemption of Common Units by the Company pursuant to the Operating Partnership Agreement and (B) the transactions pursuant to which the Companies acquire or acquired the Initial Portfolio (as such term is defined in the Registration Statement). (d) The Board of Directors shall periodically review have the Investment Guidelines and the Company’s portfolio of Investmentsright, but will not the obligation, to review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider may determine what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of certificate or other writing from the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain or cause to be maintained “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesAssets, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as may be advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as may be advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is knowingly ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, or the Board of Directors shall because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, further, that the Company will not invest in any collateralized debt obligation or investment fund managed by the Manager or its Affiliates other than those approved by the Board of Directors and by a majority of the Independent Directors. (e) The Board of Directors periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (g) The Manager shall form an investment committee (the “Investment Committee”), each member of which shall be designated by the Manager and shall serve for an indefinite term. The initial members of the Investment Committee shall be A▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, who will also serve as initial chairman of the committee, F▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The Investment Committee shall advise and consult with the Manager with respect to the Company’s investment policies, investment portfolio holdings, financing and leveraging strategies and the Guidelines. The Investment Committee shall meet as regularly as necessary to perform its duties, as reasonably determined by the Investment Committee. (h) The Manager shall (i) assemble, maintain and provide to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervise the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) provide factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assemble, record, organize and report to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervise the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings. (i) The Manager shall notify the Company of any admission or removal of a general partner of the Manager within a reasonable amount of time after such admission or removal.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of REIT Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets REIT Investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany's investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company REIT as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company REIT, the Operating Partnership, or any Subsidiary or that would otherwise not be permitted by the Company’s such entity's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company REIT, the Operating Partnership or any Subsidiary other Subsidiary, the Independent Directors, or to the REIT's or the Operating Partnership's stockholders or partners for any director act or stockholder of omission by the Company Manager, its directors, officers, stockholders or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not consummate any transaction which would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines and Manager or any affiliate thereof has an ownership interest or the Company’s portfolio sale by the Company of Investmentsproperty to the Manager or any affiliate thereof, but will not review each proposed investment, except as provided in the Investment Guidelines. If unless such transaction is approved by a majority of the Independent Directors. (d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such investment is made in accordance with the Guidelines or (ii) such investment is approved in advance by a majority of the Independent Directors. (e) The Independent Directors will review the transactions of the Company quarterly. If the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuide lines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.can

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a27) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b28) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s such entity's Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company's or any Subsidiary Subsidiary's stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c29) The Manager shall not consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, unless such transaction is approved by a majority of the Independent Directors. (30) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (31) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s 's portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or purchase price (plus closing costs) to the Independent Directors with respect to a proposed investmentCompany. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e32) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain “a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain "errors and omissions” " insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company Company, the Series and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsPortfolio Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company status under the Investment Company Act; or Act or (ivii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Series or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s shareholders, members or partners, for acts any act or omissions performed in accordance with and pursuant omission by the Manager, its directors, members, officers, shareholders, managers, personnel, employees or any Person controlling or controlled by the Manager or any Person providing sub-advisory services to this Agreement, the Manager except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines Company’s, the Series’ and the Company’s portfolio Subsidiaries’ holdings of Investments, Portfolio Assets but will not review each proposed investmentPortfolio Asset, except as otherwise provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be takenherein. The Manager shall be permitted to rely upon the direction of the Secretary of the Company or other authorized officer to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including None of the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Series or the Subsidiaries shall acquire any security structured or issued by an entity managed by the Manager and its officersor any Affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Portfolio Asset from or to any entity managed by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, Manager or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved unless (i) the transaction is approved or pre-approved in the business and affairs advance by a majority of the Company Independent Directors; and (ii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company Company, the Series and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) In the event that the Company, a Series or a Subsidiary invests in, acquires or sells assets to any joint ventures with PIMCO or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to PIMCO, PIMCO sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by PIMCO’s Affiliates or the Manager, any such transactions shall require the approval or pre-approval of the Independent Directors.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to time, including those required under Manager or its affiliates unless (i) the Exchange Act, transaction is made in accordance with the Securities Act, or Guidelines; (ii) the transaction is approved in advance by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (f) The Manager shall provide the Company with at least [30] days’ prior written notice of any proposed changes to its allocation policies, which notice shall set forth the proposed changes.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, conduct or other compliance or governance policies and proceduresprocedures or those of the applicable National Securities Exchange on which the Common Stock is listed. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 13 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company as a REIT real estate investment trust under the Code; (iii) would adversely and materially affect the Company’s Code or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The If the transaction involved the acquisition of an asset from the Manager shall be permitted to rely upon the direction or an affiliate of the Secretary Manager that was not approved in advance by a majority of the Company Independent Directors, then the Manager may be required to evidence repurchase the approval of asset at the Board of Directors or the Independent Directors with respect purchase price (plus closing costs) to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall acquire any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any affiliate thereof, directors, members, managers and employees that are adopted or purchase or sell any Asset from or to any entity managed by the Board of Directors from time to time, including those required under Manager or its affiliates unless (i) the Exchange Act, transaction is made in accordance with the Securities Act, or Guidelines; (ii) the transaction is approved in advance by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent transaction is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as may be advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as may be advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is knowingly ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, or the Board of Directors shall because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, further, that the Company will not invest in any collateralized debt obligation or investment fund managed by the Manager or its Affiliates other than those approved by the Board of Directors and by a majority of the Independent Directors. (e) The Board of Directors periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (g) The Manager shall form an investment committee (the “Investment Committee”), each member of which shall be designated by the Manager and shall serve for an indefinite term. The initial members of the Investment Committee shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, who will also serve as initial chairman of the committee, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The Investment Committee shall advise and consult with the Manager with respect to the Company’s investment policies, investment portfolio holdings, financing and leveraging strategies and the Guidelines. The Investment Committee shall meet as regularly as necessary to perform its duties, as reasonably determined by the Investment Committee. (h) The Manager shall (i) assemble, maintain and provide to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervise the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) provide factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assemble, record, organize and report to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervise the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings. (i) The Manager shall notify the Company of any admission or removal of a general partner of the Manager within a reasonable amount of time after such admission or removal.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound Neither the Company nor the Subsidiaries shall invest in any security structured or issued by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an entity managed by the Manager and its officersor any affiliate thereof, directors, members, managers and employees that are adopted unless (i) the Investment is made in accordance with the Guidelines; (ii) such Investment is approved in advance by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs a majority of the Company Independent Directors; and (iii) the Subsidiaries, to be bound by such policies and procedures to the extent Investment is made in accordance with applicable to such personslaws. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate; provided that the representations and warranties contained in any agreement entered into between the Company, on the one hand, and Provident or any of its Subsidiaries or affiliates on the other hand, shall be approved and/or ratified by a majority of the Independent Directors. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, members or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investmentAsset, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by At all policies and procedurestimes, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officersshall not, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs on behalf of the Company and the Subsidiaries, acquire any security structured or issued by an entity managed by the Manager or any affiliate thereof, or purchase or sell any Asset from or to be bound any entity managed by such policies the Manager or its affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved by a majority of the Independent Directors; and procedures (iii) the transaction is made in accordance with applicable laws; provided that the foregoing conditions shall not apply to any transaction governed by the extent applicable to such personsStrategic Alliance Agreement. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets Assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each borrower, guarantor, seller or transferor of Investments to the Company and the Subsidiaries an Investment to make such representations and warranties regarding such assets Investments as may, may be in the judgment of the Manager, be Manager necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: that (i) is not in compliance with the Investment Guidelines; Guidelines (other than as authorized by the Company upon request by the Manager); (ii) would could adversely and materially affect the qualification status of the Company as a REIT under the Code; Code (including with respect to directing or managing any investment by the Company in securities); (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Company; or any Subsidiary or that (v) would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Board of Directors, or the Company’s stockholders, members or partners, for any Subsidiary act or to any director omission by the Manager, its directors, officers, stockholders, personnel or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 15 of this Agreement. (c) The Board of Directors Company shall have the right to periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investmentInvestment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine Company determines in their its periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors Company will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including shall procure no later than the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs date of the Company initial funding of CMTG Equity Capital and the Subsidiaries, thereafter maintain at all times at its expense (subject to be bound by such policies reimbursement pursuant to Section 13(iii)(y) and procedures Section 13(xx) (but only to the extent applicable to that such persons. (ecosts and expenses are contemplated by the then approved Annual Budget)) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” the insurance coverage described in Exhibit B attached hereto, provided that approval by the Company shall be required prior to procurement of an insurance policy or policies furnishing such coverage. The Manager shall furnish to the Company upon first procuring and other thereafter prior to the renewal effective date of each insurance policy, a certificate evidencing such insurance setting forth (i) the amount(s) and types of coverage, (ii) policy number(s), (iii) expiration date(s), (iv) carrier name(s), and (v) retention. Furthermore, the Manager shall promptly provide notice to the Company of any termination or reduction in the amount or scope of coverage or any increase in the retention of coverage. (e) In the event that is customarily carried by asset and the Company purchases Target Investments from or sells Investments to MRECS or its Affiliates or their respective managed investment managers performing functions similar to those vehicles or accounts, any such transaction shall require the approval of the Manager under this Agreement Company. (f) In the event that the Company enters into any joint venture arrangements with respect MRECS or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in or arranges financing from or provides financing to assets similar to MRECS or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall require the assets approval of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsCompany.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of REIT Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets REIT Investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany's investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; Guidelines or (ii) would adversely and materially affect the qualification status of the Company REIT as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by REIT, the Company’s Governing Instruments, code of conductOperating Partnership, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement.any (c) The Board Manager shall not consummate any transaction which would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines and Manager or any affiliate thereof has an ownership interest or the Company’s portfolio sale by the Company of Investmentsproperty to the Manager or any affiliate thereof, but will not review each proposed investment, except as provided in the Investment Guidelines. If unless such transaction is approved by a majority of the Independent Directors. (d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such investment is made in accordance with the Guidelines or (ii) such investment is approved in advance by a majority of the Independent Directors. (e) The Independent Directors will review the transactions of the Company quarterly. If the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon If the direction transaction involved the acquisition of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to an asset from the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those an affiliate of the Manager under this Agreement with respect that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to assets similar repurchase the asset at the purchase price (plus closing costs) to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsCompany.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the status of the Company or the Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s status reliance on any exemption from registration as an entity intended to be exempted or excluded from “investment company status company” under the Investment Company Act; or , or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoingforegoing or any other provisions of this Agreement, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Assets but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. (e) Each of executive officers initially provided by the Manager pursuant to Section 3(a) (Wellington ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, R. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇) shall, respectively, own an amount of the Company’s shares of common stock equal to at least six times their respective 2012 base salaries with the Company within three years from the Effective Date. For purposes of this requirement, vested shares from any restricted share grants shall be included in the amount of the Company's shares of common stock owned by the executive officers.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments assets to the Company Company, the Subsidiaries and the Subsidiaries Additional Parties to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets. (b) The Manager shall refrain from any action that, in its sole good faith judgment made in good faith: (i) is would not be in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration as an investment company status under the Investment Company Act; or , (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or Company, any Subsidiary or that any Additional Party or (iv) would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and proceduresInstruments thereof. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment judgment, if applicable, that such action would not be in compliance with the Guidelines or would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or Company, any Subsidiary or any Additional Party or any of their security holders for any act or omission by the Manager, its directors, officers, members, employees or agents except as provided in Section 11 of this Agreement and the Manager’s directors, officers, members, employees, agents and Affiliates shall not be liable for any such act or omission. (c) Unless approved by the Board of Directors, the Manager shall not (i) consummate any transaction which would involve the acquisition by the Company, any Subsidiary or any Additional Party of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company, any Subsidiary or any Additional Party of an Asset to the Manager or any director Affiliate thereof, (ii) consummate any transaction that would involve the acquisition by one or stockholder more other client accounts of the Manager of all or a majority of any class of fixed income securities issued by any such Subsidiary, (iii) consummate any transaction that would involve the acquisition by the Company or any Subsidiary for acts of any securities issued by a securitization vehicle in which the Manager or omissions performed its Affiliates or one or more other clients of the Manager also hold securities, unless such securities are of the same class and are acquired at the same time as by such other client accounts, or (iv) under circumstances where the Manager or such Affiliate is subject to an actual or potential conflict of interest in accordance the reasonable judgment of the Manager, take any action constituting the granting to the Manager or such Affiliate of a waiver, forbearance or other relief under or with and pursuant respect to this Agreement, except as provided in Section 12 the applicable contract. For purposes of this Agreement. (c) The Board Section 7(c), no Person to whom the Manager or any of Directors its Affiliates provides any services shall periodically review be considered an Affiliate with the Investment Guidelines and Manager or any of its Affiliates unless the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If Manager and/or its Affiliates own a majority of the Independent Directors determine in their periodic review equity interests of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentsuch other Person. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable believed by it to be reasonable in the context of the services being provided by it hereunder. (e) The Manager shall cause the Company to comply with the various requirements for the Company’s qualification to be taxed as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation, including compliance with the 90% gross income requirement set forth in Section 7704(c) of the Code. Except with the prior approval by the Board of the Directors, the Manager shall refrain from any action that customarily maintained by other managers in its good faith judgment would (A) cause the Company to be engaged (or servicers deemed to be engaged) in a trade or business in the United States for U.S. Federal income tax purposes within the meaning of similar assetsSection 864(b) of the Code or (B) except in respect of short-term financing and acquisition indebtedness, cause the Company to recognize any income that would be “unrelated business taxable income” within the meaning of Section 512 of the Code.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments Investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) , would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Board Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of Directors shall periodically review property in which the Investment Guidelines Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company’s portfolio ) with which the Company has a contractual relationship, take any action constituting the granting to such Person of Investmentsa waiver, but will not review forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided in the Investment Guidelines. If is approved by a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentDirectors. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each borrower, guarantor, seller or transferor of Investments to the Company and the Subsidiaries an Investment to make such representations and warranties regarding such assets Investments as may, may be in the judgment of the Manager, be Manager necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: that (i) is not in compliance with the Investment Guidelines; Guidelines (other than as authorized by the Company upon request by the Manager); (ii) would could adversely and materially affect the qualification status of the Company as a REIT under the Code; Code (including with respect to directing or managing any investment by the Company in securities); (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Company; or any Subsidiary or that (v) would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, |US-DOCS\131332066.10|| managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Board of Directors, or the Company’s stockholders, members or partners, for any Subsidiary act or to any director omission by the Manager, its directors, officers, stockholders, personnel or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 15 of this Agreement. (c) The Board of Directors Company shall have the right to periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investmentInvestment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine Company determines in their its periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors Company will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees In the event that the Company purchases Investments from or sells Investments to be bound by all policies and proceduresMRECS or its Affiliates or their respective managed investment vehicles or accounts, including any such transaction shall require the approval of the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager In the event that the Company enters into any joint venture arrangements with MRECS or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in or arranges financing from or provides financing to MRECS or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall at all times during require the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those approval of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsCompany.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and or appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; , (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its officers, directors, members, managers officers, stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing advisory, sub-advisory or consulting services to the Manager shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders, partners or members for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of a statement by the Secretary or any other officer of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investmentacquisition. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain maintain, at the Company’s expense, “errors and omissions” insurance coverage including insurance coverage of the Investment Committee and Voting Members and other insurance coverage that which is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to Person entering into any agreement with the Company and the Subsidiaries Managed Entities to make such representations and warranties regarding such assets warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsManaged Entities and the Business. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance in all material respects with the Investment Guidelines; Partnership’s limited partnership agreement and the guidelines and policies as then in effect, (ii) would adversely and materially affect would, to the qualification knowledge of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would Manager, violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by the Company’s relevant Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, neither the Manager and Manager, nor its officersAffiliates, members, managers, directors, membersofficers, managers and stockholders or employees shall not be liable to the Company Managed Entities, the General Partner, or the Managed Entities’ limited partners, interest holders or shareholders, for any Subsidiary act or to any director omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, employees except as provided in Section 12 of this AgreementSECTION 13. (c) The Board Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of Directors shall periodically review the Investment Guidelines Managed Entities of an asset in which the Manager or any of its Affiliates has a direct or indirect ownership interest or the sale by any of the Managed Entities of an asset to the Manager or any of its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Managed Entities and another Person (not an Affiliate of the Company’s portfolio Managed Entities) with which any of Investmentsthe Managed Entities has a contractual relationship, but will not review or otherwise, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each proposed investmentcase, except as provided is approved by the Independent Directors. As applicable now or in the Investment Guidelines. If a majority of future, to the extent that any such transaction is approved by the Independent Directors determine in their periodic review such consent shall constitute client consent to principal trades pursuant to the provisions of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority Advisers Act of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment1940. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager, or the Board of Directors shall because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (e) The Board of Directors periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (ef) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: , (i) is not in compliance with the Investment Guidelines; , (ii) would adversely and materially affect the qualification status of the Company as a REIT under the Code; (iii) would adversely and materially affect Code or the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or Act or (iviii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and Manager, its directors, officers, directors, members, managers stockholders and employees shall not be liable to the Company or any Subsidiary Subsidiary, the Board of Directors, or to any director or stockholder of the Company Company’s or any Subsidiary Subsidiary’s stockholders or partners, for acts any act or omissions performed in accordance with and pursuant to this Agreementomission by the Manager, its directors, officers, stockholders or employees except as provided in Section 12 11 of this Agreement. (c) The Company shall not invest in joint ventures with the Manager or any Affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors. (d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of an asset in which the Manager or any Affiliate thereof has an ownership interest or the sale by the Company of an asset to the Manager or any Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (e) The Board of Directors shall periodically review reviews the Investment Guidelines and the Company’s portfolio of Investments, Investments but will not review each proposed investment, except as otherwise provided in the Investment Guidelinesherein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the Investment GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment. (df) The Manager agrees to be bound by shall at all policies and procedures, times during the term of this Agreement (including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, Current Term and any principals, officers Renewal Term) maintain a tangible net worth equal to or employees of its Affiliates who are involved in the business and affairs of the Company and the Subsidiaries, to be bound by such policies and procedures to the extent applicable to such persons. (e) greater than $1,000,000. The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage that which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the SubsidiariesCompany, in an amount which that1 is comparable to that customarily maintained by other managers or servicers of similar assets.