Common use of Limits of Advisor Activities Clause in Contracts

Limits of Advisor Activities. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Governing Documents of the Company. In the event that an action would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board of Directors, the Advisor shall notify the Board of Directors of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Directors. In such event, the Advisor, any Sub-Advisor and their respective Affiliates, directors, officers, stockholders, equity holders, employees, representatives and agents, and any Affiliates thereof, shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given.