Common use of Limitations on Activities Clause in Contracts

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

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, ; (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, ; or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, neither the AdvisorAdvisor nor any subadvisor, its nor any of their respective directors, officers, employees and stockholdersemployees, and the directorsagents, officersmembers, employees and stockholders of the Advisor’s or other Affiliates shall not be liable to the Company or to Company, the Board Directors or Stockholders for any act or omission by the AdvisorAdvisor or any subadvisor, its or any of their respective directors, officers, employees employees, agents, members, stockholders or stockholders, other Affiliates taken or for any act or omission omitted to be taken in the performance of any Affiliate of the Advisor, its directors, officers, employees or stockholderstheir duties under this Agreement, except as provided in Section 5.02 20 of this Agreement, and such parties shall be intended third party beneficiaries of this Section.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Company shall hold harmless the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees 's Affiliates taken or stockholders, except as provided omitted to be taken in the performance of their duties under this Agreement to the extent permitted under the Company’s Articles of Incorporation and under Section 5.02 of this Agreement18 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the Advisor’s 's shareholders and Affiliates of any of them, shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the Advisor, its shareholders, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's shareholders except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

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

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

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company Company, the Partnership, the Board or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act stockholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 20 and 21 of this Agreement.

Limitations on Activities. Anything else in Notwithstanding any provision of this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Operating Partnership or its other their securities, or (d) otherwise not be permitted by the Articles Governing Instruments of Incorporation the Company or Bylawsthe Operating Partnership Agreement, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board Trustee’s of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directorsgovernors, officers, employees and stockholders, and the directors, officers, employees and stockholders members of the Advisor’s Affiliates Advisor or an Affiliate of the Advisor shall not be liable to the Company Company, Operating Partnership or to the Board or Stockholders holders of their securities for any act or omission by the Advisor taken or omitted to be taken in the performance of Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, ’s duties under this Agreement except as provided in Section 5.02 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, securities or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 21 of this Agreement.

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, or (e) violate the Articles of Incorporation or Bylaws, except if . In the event that an action would violate any of (a) through (e) of the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directorsmanagers, officers, employees and stockholdersmembers, and the partners, directors, officers, employees managers, members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees managers, members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 24 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees officers or stockholdersemployees, or for any act Stockholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything Notwithstanding anything else in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securitiesCompany (including federal and state securities laws), or (d) otherwise not be permitted by the Articles Articles, the Bylaws of Incorporation the Company or Bylaws, the OP Partnership Agreement; except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, members, managers and employees and stockholders, and the directors, officers, managers, stockholders, members, partners and employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders Operating Partnership for any act or omission by the Advisor, its directors, officers, employees or stockholdersmembers, or for any act or omission of any Affiliate of the Advisor, its directors, officersmanagers, employees or stockholders, Affiliates except as provided in Section 5.02 Sections 15 and 16 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees 's Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directorspartners and employees, officersand partners, employees and stockholders, directors and the directors, officers, employees and stockholders officers of the Advisor’s Affiliates 's partners shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the Advisor, its directorspartners or employees, officersor partners, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's partners except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything Notwithstanding anything else in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securitiesCompany (including federal and state securities laws), or (d) otherwise not be permitted by the Articles Articles, the Bylaws of Incorporation the Company or Bylaws, the OP Partnership Agreement; except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, members, managers and employees and stockholders, and the directors, officers, managers, stockholders, members, partners and employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders Operating Partnership for any act or omission by the Advisor, its directors, officers, employees or stockholdersmembers, or for any act or omission of any Affiliate of the Advisor, its directors, officersmanagers, employees or stockholders, Affiliates except as provided in Section 5.02 Sections 16 and 17 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, 1940 or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders’s Affiliates, except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 22 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officersofficers and employees, employees and partners, stockholders, directors and the directors, officers, employees and stockholders officers of the Advisor’s Affiliates 's partners shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the Advisor, its directorspartners or employees, officersor partners, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's partners except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directorsDirectors, officers, employees and stockholders, and the directorsstockholders, officers, employees Directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directorsDirectors, officersofficers or employees, employees or stockholders, Directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 19 and 20 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company Company, the Partnership or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 16 and 17 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the Advisor, its shareholders, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s shareholders except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else Notwithstanding any other provision in this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (ai) adversely affect the status of the Company as a REIT, (bii) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (ciii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securitiesShares, or (d) other securities of the Company, or otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardBoard of Directors, in which case the Advisor shall notify promptly the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardBoard of Directors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, the Advisor, its directorsmembers, managers, officers, employees and stockholders, members of the board of directors and the directors, officers, employees and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to Company, the Board of Directors, or Stockholders of the Company for any act or omission by the Advisor, its directors, officers, employees officers or stockholdersemployees, or for any act Stockholders, board of directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 18 and Section 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company Company, the Partnership, the Board or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act stockholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees 's Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT unless the Board has determined that REIT, qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Company shall hold harmless the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, except as provided omitted to be taken in the performance of their duties under this Agreement to the extent permitted under the Company’s Articles of Incorporation and under Section 5.02 of this Agreement18 hereof.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

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

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

Limitations on Activities. Anything else Notwithstanding any other provision in this Agreement to the contrary notwithstandingAgreement, the Advisor Asset Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (ai) adversely affect the status of the Company as a REITREIT after the Company qualifies for and has elected REIT status, (bii) subject the Company to regulation under the Investment Company Act of 1940, as amendedamended (the “Investment Company Act”), or (ciii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if Bylaws of the Company. In the event that an action would violate (i) through (iii) of the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor Asset Manager shall notify promptly the Board of the AdvisorAsset Manager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Asset Manager shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the AdvisorAsset Manager, its directorsmembers, managers, officers, employees and stockholders, and the directors, officers, employees and stockholders members of the Advisorboard and officers of the Asset Manager’s Affiliates shall not be liable to the Company, the Board, or Shareholders of the Company or to the Board or Stockholders for any act or omission by the AdvisorAsset Manager, its directorsofficers or employees, officers, employees or stockholders, board or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, Asset Manager’s Affiliates except as provided in Section 5.02 15 and Section 16 of this Agreement.

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

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the Advisor’s Manager's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the AdvisorManager, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the Advisor’s Manager's partners and Affiliates of any of them, shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the AdvisorManager, its partners, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, Manager's partners except as provided in Section 5.02 of this AgreementSections 18 and 20 hereof.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status qualification of the Company as a REITREIT under the Code, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles Declaration of Incorporation Trust or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders Shareholders for any act or omission by the Advisor, its directors, officers, employees members or employees, or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Sections 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees employees, stockholders, members and partners and stockholders, members, partners, directors and the directors, officers, employees and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, ; (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, ; or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or Company and its other securitiesSecurities, or (d) otherwise would not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, neither the AdvisorAdvisor nor any subadvisor, its nor any of their respective directors, officers, employees and stockholdersemployees, and the directorsagents, officersmembers, employees and stockholders of the Advisor’s or other Affiliates shall not be liable to the Company Company, the Directors or to the Board or Stockholders for any act or omission by the AdvisorAdvisor or any subadvisor, its or any of their respective directors, officers, employees employees, agents, members, stockholders or stockholders, other Affiliates taken or for any act or omission omitted to be taken in the performance of any Affiliate of the Advisor, its directors, officers, employees or stockholderstheir duties under this Agreement, except as provided in Section 5.02 20 of this Agreement, and such parties shall be intended third party beneficiaries of this Section 7.

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

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company Company, the Partnership or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees 's Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 16 and 17 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company Company, the Partnership, the Board or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act stockholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) subject the Advisor to regulation under the Investment Advisers Act of 1940, or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directorsDirectors, officers, employees and stockholders, and the directorsstockholders, officers, employees Directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directorsDirectors, officersofficers or employees, employees or stockholders, Directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Sections 20 and 21 of this Agreement.

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, (e) violate the Articles of Incorporation or BylawsBylaws or (f) violate the applicable rules under the Employee Retirement Income Security Act of 1974, except if as amended. In the event that an action would violate any of (a) through (f) of the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directorsmanagers, officers, employees and stockholdersmembers, and the partners, directors, officers, employees managers, members and stockholders shareholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees managers, members or stockholders, shareholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 24 of this Agreement.

Limitations on Activities. Anything else in this Advisory Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares its Stock or its other securitiesSecurities, or the Operating Partnership, or (d) not be permitted by violate the Articles of Incorporation Charter, the Bylaws or Bylawsthe Operating Partnership Agreement, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. For the avoidance of doubt, any activities that could be deemed by the SEC to be those of an “investment adviser” as such term is defined under the Investment Advisers Act of 1940 may only be performed by an SEC registered investment adviser. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officersofficers and employees, employees and stockholders, and the members, managers, directors, officers, officers and employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or the Operating Partnership or to the Board or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 of this Advisory Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faithreasonable judgment, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

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

Limitations on Activities. Anything else Notwithstanding any provision in this Agreement to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not take any action whichthat, in its sole judgment made in good faith, would (a) adversely affect the status ability of the Company to qualify or continue to qualify as a REITREIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, or (e) violate the Articles of Incorporation or Bylaws, except if . In the event that an action would violate any of (a) through (e) of the preceding sentence but such action shall be has been ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directorsmanagers, officers, employees and stockholdersmembers, and the partners, directors, officers, employees managers, members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees managers, members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles Declaration of Incorporation Trust or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersShareholders, and the directorsShareholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board or Stockholders Shareholders for any act or omission by the Advisor, its directors, officers, employees officers or stockholdersemployees, or for any act Shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 17 and 18 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates Advisor shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders's Affiliates, except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not intentionally or with gross negligence, reckless disregard or bad faith take any action which, in its sole judgment made in good faiththat, would (a) adversely affect the status maintenance of the Company’s qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company as a REITand its Stockholders, (b) subject the Company to regulation under the Investment 1940 Act, except to the extent the Company and the Advisor have undertaken in this Agreement and the Articles of Incorporation to comply with Section 15 of the 1940 Act in connection with the entry into, continuation of, or amendment of 1940, as amended, this Agreement or any advisory agreement (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the foregoingInvestment Advisers Act of 1940, the Advisor, its directors, officers, employees and stockholdersas amended, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreementregulations promulgated thereunder.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status qualification of the Company as a REITREIT under the Code, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles Declaration of Incorporation Trust or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders Shareholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the ------------------------- contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faithreasonable judgment, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Equity Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 22 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 18 and 19 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company or to the Board Directors or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, 's Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) subject the Advisor to regulation under the Investment Advisers Act of 1940, or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directorsDirectors, officers, employees and stockholders, and the directorsstockholders, officers, employees Directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directorsDirectors, officersofficers or employees, employees or stockholders, Directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company CPA: 17 as a REIT, (b) subject the Company CPA: 17 to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCPA: 17, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the Advisor’s Manager's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the AdvisorManager, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the Advisor’s Manager's partners and Affiliates of any of them, shall not be liable to the Company CPA: 17, or to the Board Directors or Stockholders Shareholders for any act or omission by the AdvisorManager, its partners, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, Manager's partners except as provided in Section 5.02 of this AgreementSections 18 and 20 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor Manager shall notify promptly the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the AdvisorManager, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the AdvisorManager’s partners and Affiliates of any of them, shall not be liable to the Company Company, or to the Board Directors or Stockholders Shareholders for any act or omission by the AdvisorManager, its partners, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, Manager’s partners except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REITREIT unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall promptly notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of members, and the Advisorpartners, its directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, the Advisor shall refrain from taking not intentionally or with gross negligence, reckless disregard or bad faith take any action which, in its sole judgment made in good faiththat, would (a) adversely affect the status maintenance of the Company’s qualification as a REIT under the Code, unless the Manager has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company as a REITand its Stockholders, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsOperating Agreement, except if such action shall be ordered by the BoardManager, in which case the Advisor shall notify promptly the Board Manager of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardManager. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Manager so given. Notwithstanding The Advisor shall comply in all material respects with all applicable law and regulations, including, without limitation, applicable provisions of the foregoing, the Advisor, its directors, officers, employees and stockholders, Advisers Act and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreementregulations promulgated thereunder.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company Trust as a REIT, (b) subject the Company Trust or the Controlled Partnership to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyTrust, the Shares or its other securitiesControlled Partnership, their respective Securities, or (d) otherwise not be permitted by the Articles Declaration of Incorporation Trust, Bylaws or BylawsLimited Partnership Agreement of the Controlled Partnership, except if such action shall be ordered by the BoardTrustees, in which case the Advisor shall notify promptly the Board Trustees of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardTrustees. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Trustees so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersshareholders, and the directorsshareholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company Trust, the Controlled Partnership or to the Board any of their respective trustees, directors, officers, employees, shareholders, partners or Stockholders agents for any act or omission by the Advisor, its directors, officers, employees officers or stockholdersemployees, or for any act shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Paragraphs 19 and 20 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directorsDirectors, officers, employees and stockholders, and the directorsstockholders, officers, employees Directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directorsDirectors, officersofficers or employees, employees or stockholders, Directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s Affiliates except as provided in Section 5.02 Paragraphs 20 and 21 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s Affiliates shall not be liable to the Company Company, the Partnership, the Board or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act stockholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees ’s Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 23 and 24 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or the Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 5.01 of this Agreement.

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

Limitations on Activities. Anything else in Notwithstanding any provision of this Agreement to the contrary notwithstandingAgreement, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940Act, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Operating Partnership or its other their securities, or (d) otherwise not be permitted by the Articles Governing Instruments of Incorporation the Company or Bylawsthe Operating Partnership Agreement, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board Trustee’s of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directorsgovernors, officers, employees and stockholders, and the directors, officers, employees and stockholders members of the Advisor’s Affiliates Advisor or an Affiliate of the Advisor shall not be liable to the Company Company, Operating Partnership or to the Board or Stockholders holders of their securities for any act or omission by the Advisor taken or omitted to be taken in the performance of Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, ’s duties under this Agreement except as provided in Section 5.02 21 of this Agreement.. Adopted by the Board of Trustees Effective 4.1.19

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole reasonable judgment made in good faith, would (a) adversely affect the status ability of the Company to qualify or continue to qualify as a REITREIT unless the Board has determined that the Company will not seek or maintain REIT qualification, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, Company or the Shares or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation Charter or the Bylaws, except if such action shall be ordered by the BoardBoard (including a majority of the Independent Directors), in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s 's Affiliates shall not be liable to the Company Company, the Directors or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor's Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 20 of this Agreement.

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

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company CPA: 17 as a REITREIT or of the Operating Partnership as a partnership for Federal income tax purposes, (b) subject CPA: 17 or the Company Operating Partnership to regulation under the Investment Company Act of 1940, as amended, (c) would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCPA: 17, the its Shares or its other securitiesSecurities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws or agreement of limited partnership of the Operating Partnership, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers, employees officers and stockholdersemployees, and the directorspartners, officersshareholders, employees directors and stockholders officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to CPA: 17, the Company Operating Partnership or to the Board Directors or Stockholders Shareholders for any act or omission by the Advisor, its shareholders, directors, officers, employees or stockholdersofficers and employees, or for any act partners, shareholders, directors or omission of any Affiliate officers of the Advisor, its directors, officers, employees or stockholders, ’s shareholders except as provided in Section 5.02 of this AgreementSections 20 and 22 hereof.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares Company or its other securitiesShares, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the BoardDirectors, in which case the Advisor shall notify promptly the Board Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardDirectors. In such event event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board Directors so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholdersmembers, and the partners, directors, officers, employees members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholdersemployees, or for any act or omission of any Affiliate of the Advisormembers, its and partners, directors, officers, employees members or stockholders, stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 21 of this Agreement.

Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCompany or the Partnership, the its Shares or its other securities, or (d) otherwise not be permitted by the Articles of Incorporation or BylawsBylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directorsstockholders, officers, employees directors and stockholders officers of the Advisor’s 's Affiliates shall not be liable to the Company Company, the Partnership or to the Board or Stockholders stockholders for any act or omission by the Advisor, its directors, officersofficers or employees, employees or stockholders, directors or for any act or omission of any Affiliate officers of the Advisor, its directors, officers, employees 's Affiliates taken or stockholders, omitted to be taken in the performance of their duties under this Agreement except as provided in Section 5.02 Sections 16 and 17 of this Agreement.