Common use of Limits of Manager Responsibility; Indemnification Clause in Contracts

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors Trustees in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its Xxxxxxxxx, EMG Holdings, each of their respective Affiliates and the officers, directors, trustees, members, shareholders, partners, managers, officers EARN Investment and employees will Risk Management Committee members, employees, agents, successors and assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers Manager Indemnified Party arising out of or employees, in connection with the Company or pursuant to or in accordance with the performance of the Manager’s duties and obligations under this Agreement, except by reason of acts constituting or omissions found by a court of competent jurisdiction (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence fraud or reckless disregard of duties by the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under this Agreement. The Company shallFederal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the full extent lawful(but only to the extent) that such liability may not be waived, reimbursemodified or limited under applicable law, indemnify and hold but shall be construed so as to effectuate the Manager, its members, managers, officers and employees and each other Person, if any, controlling provisions of this Section 11 to the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreementfullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s 's or any Subsidiary’s 's stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “"Indemnified Party”"), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ ' fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting such Indemnified Party’s 's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, personnel, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s 's or any Subsidiary’s stockholders 's stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, officers and employees and each other Persondirectors, if anypersonnel, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with such Person's managers, officers, directors and personnel (each, an “each a "Manager Indemnified Party”"), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ ' fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting such Manager Indemnified Party’s 's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees any of such Person’s officers, stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each a “Manager Indemnified Party”) will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersofficers, managersdirectors, officers employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager and the officers, directors and employees of the Manager, its officers, directors, employees and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managersdirectors, officers employees, and employees and any such Person (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors or the Company in following or declining to follow any the advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its Affiliates and the officers, directors, members, shareholders, managers, officers employees, agents, personnel, successors and employees will assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b7(a) of this Agreement. The Manager, its membersstockholders, managersdirectors, officers officers, employees and employees Affiliates will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, unitholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates, pursuant to or in accordance with this Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of the Manager’s duties under this Agreement. The Company shall, to the full fullest extent lawful, reimburse, indemnify indemnify, defend and hold the Manager, its membersstockholders, managersdirectors, officers and officers, employees and each other Person, if any, controlling the Manager Affiliates (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (“Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors Trustees in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement). The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its Affiliates, members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its Affiliates, members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Company’s Board of Directors in following or declining to follow any its advice or recommendations of the Managerrecommendations. Manager and its affiliates and their respective members, including as set forth in Section 7(b) of this Agreement. The Managerstockholders, its memberspartners, managers, officers directors, officers, employees and employees agents will not be liable to the Company or Parent, the Operating Partnership, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by the Manager, its members, managers, officers performed or employees, pursuant to or not performed in accordance with and pursuant to this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shallagrees, to the full extent lawfulindemnify Manager and its affiliates and their respective members, reimbursestockholders, indemnify and hold the Manager, its memberspartners, managers, officers and directors, officers, employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made Manager performed in good faith in the performance of the Manager’s duties under accordance with and pursuant to this Agreement and not resulting from the willful misconduct, gross negligence or reckless disregard of Manager. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s its duties under this Agreement, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 11 shall survive the expiration or earlier termination of this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees any of such Person’s officers, stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each a “Manager Indemnified Party”) will not be liable to the Company company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ attorney’s fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers officers, employees and employees Affiliates (including Resource America) will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates (including Resource America), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, employees and employees Affiliates (including Resource America) and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors Developer in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its Affiliates and the officers, directors, members, shareholders, managers, officers committee members, employees, agents, successors and employees will assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners Developer for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Developer, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers officers, affiliates, consultants, agents and employees will not be liable to the Company or any Subsidiarythe Acquired Companies, to the Board of Directors, or the Company’s or any Subsidiary’s Acquired Companies’ stockholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, affiliates, consultants, agents or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, affiliates, consultants, agents and employees and each other Person, if any, controlling the Manager (each, an a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company will reimburse any Manager Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim for which the Manager Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Manager Indemnified Party is a party hereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Manager Indemnified Party in its reasonable judgment. Any Manager Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or proceeding in which the Company, on the one hand, and an Manager Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Manager Indemnified Party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Manager Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Manager Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Manager Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Manager Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes a reasonably acceptable release of the applicable Manager Indemnified Party and each other Manager Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Provided that the Company is not in breach of its indemnification obligations hereunder, no Manager Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the prior written consent of the Company.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services in the manner called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b8(b) of this Agreement. The Manager, its membersAffiliates, managerstheir respective officers, officers directors, stockholders and employees and any Person providing sub-advisory services to the Manager will not be liable to the Company or any SubsidiaryCompany, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or the Operating Partnership’s partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faithgross negligence, willful misconduct, gross negligence bad faith or reckless disregard of the Manager’s their duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company Operating Partnership shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its membersAffiliates, managerstheir respective officers, officers directors, stockholders and employees and each other Person, if any, controlling any Person providing sub-advisory services to the Manager (each, an each a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (“Damages”) in respect of or arising from any acts or omissions of such Manager Indemnified Party made Party, unless it has been determined in good faith in the performance a final non-appealable decision pursuant to Section 24 or non-appealable order of the Manager’s duties under this Agreement and not constituting a court of competent jurisdiction that such Damages result from such Manager Indemnified Party’s bad faithgross negligence, willful misconduct, gross negligence bad faith or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersofficers, managersdirectors, officers employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager and the officers, directors and employees of the Manager, its officers, directors, employees and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company and each Subsidiary shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managersdirectors, officers employees, and employees and any such Person (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b7(a) of this Agreement. The Manager, its membersstockholders, managersdirectors, officers officers, employees and employees Affiliates will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, unitholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates, pursuant to or in accordance with this Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of t he Manager’s duties under this Agreement. The Company shall, to the full fullest extent lawful, reimburse, indemnify indemnify, defend and hold the Manager, its membersstockholders, managersdirectors, officers and officers, employees and each other Person, if any, controlling the Manager Affiliates (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (“Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors Trustees in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b7(a) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees any of such Person’s officers, stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each a “Manager Indemnified Party”) will not be liable to the Company SpinCo or any Subsidiary, to the Board of DirectorsTrustees, or the CompanySpinCo’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except to the extent by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company SpinCo shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ attorney’s fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, personnel, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, officers and employees and each other Persondirectors, if anypersonnel, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with such Person’s managers, officers, directors and personnel (each, an each a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its CLA Founders, their respective officers, members, managers and personnel, any Person controlling or controlled by the Manager or CLA Founders and any such Person’s officers, stockholders, members, managers, officers personnel and employees directors, and any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this AgreementAgreement which has a material adverse effect on the Company and the Subsidiaries, bad faith, fraud, willful misconduct or gross negligence, as determined by a final non-appealable order of a court of competent jurisdiction. The Company and the Operating Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its CLA Founders, their respective officers, stockholders, directors, members and personnel, any Person controlling or controlled by the Manager or CLA Founders and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and personnel of the Manager, CLA Founders and their respective officers, members, managersdirectors, officers managers and employees and personnel (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this AgreementAgreement which has a material adverse effect on the Company and the Subsidiaries, bad faith, fraud, willful misconduct or gross negligence.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers officers, employees and employees Affiliates (including Xxxxx Bros. and Eagles) will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates (including Xxxxx Bros. and Eagles), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, employees and employees Affiliates (including Xxxxx Bros. and Eagles) and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, shareholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees will any of such Person’s officers, shareholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each a “Manager Indemnified Party”) shall not be liable to the Company Company, any Series or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, actual fraud or willful misconduct, gross negligence or reckless disregard as determined by a final non-appealable order of the Manager’s duties under this Agreementa court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, actual fraud or willful misconduct, gross negligence or reckless disregard of the Manager’s duties ; provided that an Indemnified Party (as defined below) will not be entitled to indemnification under this AgreementAgreement for any losses, liabilities or damages arising out of an internal dispute solely between Apollo, its Affiliates and their respective officers, partners, directors, shareholders, members, managers or employees.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Board of Directors Company in following or declining to follow any its advice or recommendations recommendations. Except in the event of the Managera Material Breach, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees Manager will not be liable to the Company or Company, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by performed or not performed in accordance with and pursuant to this Agreement. In no event shall any Affiliate of the Manager or any of the Manager’s or its Affiliates respective members, its membersstockholders, partners, managers, officers directors, officers, employees and agents be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or employeespartners for acts or omissions performed or not performed in accordance with, pursuant to or otherwise in connection with this Agreement The Company agrees to indemnify Manager and its Affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts or omissions of Manager performed in good faith in accordance with and pursuant to this Agreement and not resulting from the gross negligence or willful misconduct of Manager or as a result of the reckless disregard by Manager of its duties hereunder, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; provided, however, Manager first agrees to (i) make all necessary claims under the Manager’s Insurance that Manager is required to carry under this Agreement, except by reason (ii) use best efforts to pursue such claims until completion, and (iii) first use all proceeds of such claims, prior to making any claims against the Company under this Section 10. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faithby Manager, willful misconductas determined pursuant to a final, gross negligence non-appealable order of a court of competent jurisdiction. The provisions of this Section 10 shall survive the expiration or reckless disregard earlier termination of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its Affiliates and the officers, directors, members, shareholders, managers, officers Investment and employees will Risk Committee members, employees, agents, successors and assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors in following or declining to follow any the Manager’s advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its membersFreedom Mortgage, each of their respective Affiliates and the officers, directors, managers, officers members, shareholders, partners, Investment and employees will Risk Management Committee members, employees, agents, successors and assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by any such Manager Indemnified Party arising out of or in connection with the Company or pursuant to the performance of the Manager, its members, managers, officers or employees, pursuant to or in accordance with ’s duties and obligations under this Agreement, except by reason of acts constituting or omissions found by a court of competent jurisdiction (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence fraud or reckless disregard of duties by the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11(a) shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under this Agreement. The Company shallFederal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the full extent lawful(but only to the extent) that such liability may not be waived, reimbursemodified or limited under applicable law, indemnify and hold but shall be construed so as to effectuate the Managerprovisions of this Section 11(a) to the fullest extent permitted by law. For the avoidance of doubt, its members, managers, officers and employees and each other Person, if any, controlling none of the Manager Indemnified Parties will be liable to the Company for: (eachi) trade errors that may result from ordinary negligence that are otherwise taken in good faith and in accordance with or pursuant to this Agreement, an “Indemnified Party”including, but not limited to, errors in the investment-decision process (e.g., a transaction was effected in violation of the Company’s Investment Guidelines) or in the trade process (e.g., a buy order was entered instead of a sell order or the wrong security was purchased or sold or the security was purchased or sold at the wrong price), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever ; or (including attorneys’ feesii) in respect of or arising from any acts or omissions of such any Manager Indemnified Party made or taken in good faith faith, in the performance of the Manager’s duties under accordance with or pursuant to this Agreement and in reliance on written advice provided to such Manager Indemnified Party by professional consultants selected, engaged or retained by the Manager with commercially reasonable care, including, without limitation, counsel, accountants, investment bankers, financial advisers and appraisers, provided that such written advice relates to matters which are not constituting customarily the expertise of an investment manager providing services substantially similar to those to be provided by the Manager to the Company pursuant to this Agreement, or such Indemnified Party’s bad faithwritten advice relates to matters about which an investment manager would customarily seek such advice in the ordinary course of business. Notwithstanding the foregoing, willful misconduct, gross negligence no provision of this Agreement will constitute a waiver or reckless disregard limitation of the ManagerCompany’s duties rights under this Agreementfederal or state securities laws.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersofficers, managersdirectors, officers employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager and the officers, directors and employees of the Manager, its officers, directors, employees and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company and each Subsidiary shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managersdirectors, officers employees, and employees and any such Person (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting a breach by such Manager Indemnified Party of any obligation under this Agreement or such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b7(a) of this Agreement. The Manager, its membersstockholders, managersdirectors, officers officers, employees and employees Affiliates will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners stockholders, for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates, pursuant to or in accordance with this Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of the Manager’s duties under this Agreement. The Company shall, to the full fullest extent lawful, reimburse, indemnify indemnify, defend and hold the Manager, its membersstockholders, managersdirectors, officers and officers, employees and each other Person, if any, controlling the Manager Affiliates (each, an ““ Indemnified PartyParty ”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (“ Losses ”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s gross negligence, bad faith, willful misconduct, gross negligence fraud or reckless disregard knowing violation of criminal law in the performance of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors Directions in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, any Person controlling or controlled by the members and any Person providing sub-advisory services to the Manager and the managers, officers officers, directors and employees of the Manager, its members and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, any Person controlling or controlled by the members and any Person providing sub-advisory services to the Manager, together with the managers, officers officers, directors and employees of the Manager, its members and any such Person (each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its CLA Founders LLC, their respective officers, stockholders, members, managers, officers personnel and employees directors, any Person controlling or controlled by the Manager or CLA Founders LLC and any Person providing sub-advisory services to the Manager and the managers, officers, directors and personnel of the Manager, CLA Founders LLC and their respective officers, members, directors, managers and personnel will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this AgreementAgreement which has a material adverse effect on the Company and the Subsidiaries, willful misconduct or gross negligence, as determined by a final non-appealable order of a court of competent jurisdiction. The Company and the Operating Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its CLA Founders LLC, their respective officers, stockholders, directors, members and personnel, any Person controlling or controlled by the Manager or CLA Founders LLC and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and personnel of the Manager, CLA Founders LLC and their respective officers, members, managersdirectors, officers managers and employees and personnel (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this AgreementAgreement which has a material adverse effect on the Company and the Subsidiaries, willful misconduct or gross negligence.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager, will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, sub-advisers or each other Person, if any, controlling the Manager, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors or the Company in following or declining to follow any the advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its Affiliates and the officers, directors, members, shareholders, managers, officers Investment and employees will Risk Management Committee members, employees, agents, successors and assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors Trustees in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement). The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its Affiliates, members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its Affiliates, members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconductmisconduct or gross negligence. (b) The Manager shall, gross negligence to the full extent lawful, reimburse, indemnify and hold the Company, its shareholders, trustees, officers and employees and each other Person, if any, controlling the Company (each, a “Company Indemnified Party”), harmless of and from any and all Losses in respect of or reckless disregard arising from any acts or omissions of the Manager’s duties under this AgreementManager constituting bad faith, willful misconduct or gross negligence. SECTION 11.

Limits of Manager Responsibility; Indemnification. (a) The Manager BSM assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors or similar governing body or authority of any Subsidiary in following or declining to follow any advice or recommendations of BSM. BSM assumes no responsibility for the Manageractions of officers, including as set forth in Section 7(b) directors or employees of this Agreementthe Company or the Subsidiaries. The Manager, BSM and its members, managers, officers and employees Affiliates will not be liable to the Company Company, any Subsidiary or any Subsidiary, to shareholder of the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners Company for any acts or omissions by the Manager, BSM or any of its membersAffiliates or their respective directors, managers, officers or officers, employees, pursuant to advisors, agents, trustees and/or representatives arising from, or in accordance with connection with, the provision of services by BSM and its Affiliates, or on behalf of BSM and its Affiliates, under this Agreement, except for breaches of this Agreement by BSM or by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the ManagerBSM’s duties or obligations under this Agreement. The respective directors, managers, officers, employees, advisors, agents, trustees and/or representatives of BSM and its Affiliates will not be liable for any of the foregoing. The Company and the Subsidiaries shall, to the full extent lawfulpermitted by law, reimburse, indemnify indemnify, defend and hold the Manager, BSM and any of its membersAffiliates and their respective directors, managers, officers and employees and each other Personmembers, if anyofficers, controlling the Manager employees, advisors, agents, trustees and/or representatives (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made arising from, or in good faith in connection with, the execution delivery and performance of the Manager’s duties this Agreement, provision of services by BSM and its Affiliates (including, without limitation, its directors, managers, officers, employees, advisors, agents, trustees and/or representatives), or on behalf of BSM, under this Agreement, except for breaches of this Agreement and not by BSM or by reason of acts or omissions constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the ManagerBSM’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors or the Company in following or declining to follow any the advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its Affiliates and the officers, directors, members, shareholders, managers, officers employees, agents, successors and employees will assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers Company and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company each Subsidiary shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managersdirectors, officers employees, and employees and any such Person (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersofficers, managersstockholders, officers directors, employees, any person controlling or controlled by the Manager and employees any person providing sub-advisory services to the Manager, will not be liable to the Company or Company, any SubsidiarySubsidiary of the Company, to the Board of Directors, or the Company’s directors, the Company’s stockholders or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or performed in accordance with and pursuant to this Agreement, except by reason because of acts or omissions constituting bad faith, willful misconduct, gross negligence negligence, or reckless disregard of the Manager’s their duties under this Agreement. The Company shall, has agreed to the full extent lawful, reimburse, indemnify and hold the Manager, its membersofficers, stockholders, managers, officers directors, employees, agents, any person controlling or controlled by the Manager and employees and each other Person, if any, controlling any person providing sub-advisory services to the Manager (each, an a “Manager Indemnified Party”), harmless of and from any and ) with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and Manager not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence negligence, or reckless disregard of the Manager’s duties under duties, performed in good faith in accordance with and pursuant to this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its stockholders, members, managers, officers officers, employees and employees Affiliates (including Acres Capital) will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its stockholders, members, managers, officers officers, employees or employeesAffiliates (including Acres Capital), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its stockholders, members, managers, officers officers, employees and employees Affiliates (including Acres Capital) and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, directors, members, managers, officers employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager and the officers, directors and employees of the Manager, its officers, directors and employees, will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Managerany such Person, its members, managers, officers or employees, performed pursuant to or in accordance with this Agreement, except by reason of acts constituting determined by a final non-appealable order of a court of competent jurisdiction to constitute bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company and each Subsidiary shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managers, officers directors and employees and (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (“Losses”) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, shareholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees will any of such Person’s officers, shareholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, misconduct gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Company's Board of Directors in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its members, managers, directors and its officers and employees will not be liable to the Company or Parent, the Operating Partnership, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by the Manager, its members, managers, officers performed or employees, pursuant to or not performed in accordance with and pursuant to this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement. The Company shall, Parent and the Operating Partnership each agree to the full extent lawful, reimburse, indemnify and hold the Manager, its membersdirectors and its officers, managersits shareholders, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made Manager performed in good faith in the performance of the Manager’s duties under accordance with and pursuant to this Agreement and not resulting from the willful misconduct, gross negligence or reckless disregard of Manager. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s its duties under this Agreement, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 11 shall survive the expiration or earlier termination of this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement). The Manager, its officers, members, managers, officers directors, personnel, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, officers and employees and each other Persondirectors, if anypersonnel, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with such Person’s managers, officers, directors and personnel (each, an each a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementthe investment guidelines. The ManagerTo the fullest extent permitted by law, the Manager and its membersAffiliates, including but not limited to their respective directors, officers, employees, managers, officers trustees, control persons, partners, stockholders, equityholders and employees any person providing advisory services to the Manager, will not be liable to the Company or Company, any Subsidiaryof the Subsidiaries, to the Board of Directors, or the Company’s stockholders or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, Manager or its members, managers, officers or employees, pursuant to or Affiliates performed in accordance with and pursuant to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s their respective duties under this AgreementAgreement as determined by a final non-appealable order of a court of competent jurisdiction. The Company and the Subsidiaries shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, the Manager’s Affiliates, and its membersand their respective directors, officers, employees, managers, officers trustees, control persons, partners, stockholders, equityholders and employees and each other Person, if any, controlling any person providing advisory services to the Manager (each, an a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (collectively “Losses”) in respect of or arising from any acts or omissions of such Manager Indemnified Party made performed in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties of such Manager Indemnified Party under this Agreement. In addition, the Manager will not be liable for market movements or trade errors that may result from ordinary negligence, including, without limitation, errors in the investment decision making process and/or in the trade process.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Company’s Board of Directors in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its members, managers, directors and its officers and employees will not be liable to the Company or Parent, the Operating Partnership, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by the Manager, its members, managers, officers performed or employees, pursuant to or not performed in accordance with and pursuant to this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, Parent and the Operating Partnership each agree to the full extent lawful, reimburse, indemnify and hold the Manager, its membersdirectors and its officers, managersits shareholders, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made Manager performed in good faith in the performance of the Manager’s duties under accordance with and pursuant to this Agreement and not resulting from the willful misconduct, gross negligence or reckless disregard of Manager. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s its duties under this Agreement, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 11 shall survive the expiration or earlier termination of this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. For the avoidance of doubt, the Manager will not be liable for trade errors that may result from ordinary negligence, such as errors in the investment-decision making process (e.g., a transaction was effected in violation of the Company's investment guidelines) or in the trade process (e.g., a buy order was entered instead of a sell order, or the wrong security was purchased or sold, or a security was purchased or sold in an amount or at a price other than the correct amount or price). Notwithstanding the foregoing provisions of this Section 11(a), no provision of this Agreement will constitute a waiver or limitation of the Company’s rights under the United States federal or state securities laws.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees employees, sub‑advisers and each other Person, if any, controlling the Manager, will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, sub‑advisers or each other Person, if any, controlling the Manager, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees employees, sub‑advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersofficers, managersdirectors, officers employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager and the officers, directors and employees of the Manager, its officers, directors, employees and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s 's or any Subsidiary’s 's stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, employees, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers, directors and employees of the Manager, its officers, members, managersdirectors, officers employees, and employees and any such Person (each other Person, if any, controlling the Manager (each, an “Indemnified Party”a "MANAGER INDEMNIFIED PARTY"), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ ' fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting such Manager Indemnified Party’s 's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, interest holders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors Trustees in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement). The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its Affiliates, members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its Affiliates, members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the US-DOCS\107885844.6 Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager, will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, sub-advisers or each other Person, if any, controlling the Manager pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors or similar governing body or authority of the Company, any Subsidiary or Additional Party in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The ManagerManager assumes no responsibility for the actions of officers of the Company, the Subsidiaries or the Additional Parties who are not employees of the Manager or its members, managers, officers Affiliates. The Manager and employees its Affiliates will not be liable to the Company or Company, any Subsidiary, to the Board of Directors, or the Company’s any Additional Party or any Subsidiary’s stockholders or partners Equity Holder for any acts or omissions by the ManagerManager or any of its Affiliates or their respective directors, its officers, employees, partners, members, managersshareholders, officers or employeesadvisors, pursuant agents and/or representatives relating to or in accordance with arising out of the provision of services by the Manager and its Affiliates, or on behalf of the Manager and its Affiliates, under this Agreement, except for by reason of acts or omissions constituting bad faithfraud, willful misconductmisconduct or gross negligence. The respective directors, gross negligence or reckless disregard officers, employees, partners, members, shareholders, advisors, agents and/or representatives will not be liable for any of the Manager’s duties under this Agreementforegoing. The Company Company, the Subsidiaries and the Additional Parties shall, to the full extent lawful, reimburse, indemnify and hold the ManagerManager and any of its Affiliates and their respective directors, its officers, employees, partners, members, managersshareholders, officers and employees and each other Personadvisors, if any, controlling the Manager agents and/or representatives (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of relating to or arising from any out of the provision of services by the Manager and its Affiliates, or on behalf of the Manager and its Affiliates, under this Agreement, except for, by reason of acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faithfraud, willful misconduct, misconduct or gross negligence or reckless disregard of the Manager’s duties under this Agreementnegligence.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors or similar governing body or authority of any Subsidiary or Additional Party in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The ManagerManager assumes no responsibility for the actions of officers of the Company, the Subsidiaries or the Additional Parties who are not employees of the Manager or its members, managers, officers Affiliates. The Manager and employees its Affiliates will not be liable to the Company Company, any Subsidiary or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners Additional Party for any acts or omissions by the ManagerManager or any of its Affiliates or their respective directors, its membersofficers, managers, officers or employees, pursuant to advisors, agents and/or representatives arising from, or in accordance with connection with, the provision of services by the Manager and its Affiliates, or on behalf of the Manager and its Affiliates, under this Agreement, except for breaches of this Agreement by the Manager or by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company respective directors, officers, employees, advisors, agents and/or representatives will not be liable for any of the foregoing. The Company, the Subsidiaries and the Additional Parties shall, to the full extent lawful, reimburse, indemnify and hold the ManagerManager and any of its Affiliates and their respective directors, its members, managersofficers, officers and employees and each other Personemployees, if anyadvisors, controlling the Manager agents and/or representatives (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made arising from, or in good faith in connection with, the performance provision of services by the Manager, or on behalf of the Manager’s duties , under this Agreement, except for breaches of this Agreement and not by the Manager or by reason of acts or omissions constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b7(a) of this Agreement. The Manager, its members, managers, officers officers, employees and employees Affiliates will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence fraud or reckless disregard criminal conduct in the performance of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, employees and employees Affiliates and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (“Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence fraud or reckless disregard criminal conduct in the performance of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors Trustees or the Company in following or declining to follow any the advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its Manager Parent, their respective Affiliates and the officers, Trustees, members, shareholders, managers, officers employees, agents, personnel, successors and employees will assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, the Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement hereunder in good faith and shall will not be responsible for any action of the Board of Directors in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its Xxxxxxxxx, EMG Holdings, each of their respective Affiliates and the officers, directors, members, shareholders, managers, officers Investment and employees will Risk Committee members, employees, agents, successors and assigns of any of them (each, a “Manager Indemnified Party”) shall not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to arising out of or in accordance connection with the Company, this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence Agreement or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and obligations hereunder, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and unappealable or not constituting such Indemnified Party’s timely appealed (“Judicially Determined”) to be due to the bad faith, gross negligence, willful misconduct, gross negligence misconduct or reckless disregard fraud of the Manager’s duties Manager Indemnified Party. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11 shall not be construed so as to provide for the exculpation of any Manager Indemnified Party for any liability (including liability under Federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this AgreementSection 11 to the fullest extent permitted by law.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b11(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees any of such Person’s officers, stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each, a “Manager Indemnified Party”) will not be liable to the Company or any SubsidiaryCompany, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any Manager Indemnified Party (including market movements or trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, fraud or gross negligence or reckless disregard in the performance of the Manager’s duties under this Agreement or a material breach by the Manager of this Agreement, as determined by a judgment at first instance of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, fraud or gross negligence or reckless disregard in the performance of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers officers, employees and employees Affiliates (including Resource America) will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s 's or any Subsidiary’s 's stockholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, employees or employeesAffiliates (including Resource America), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, employees and employees Affiliates (including Resource America) and each other Person, if any, controlling the Manager (each, an “"Indemnified Party”"), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ ' fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting such Indemnified Party’s 's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its membersstockholders, managersdirectors, officers and employees will not be liable to the Company Partnership or any Subsidiary, to the Board of Directors, or the CompanyPartnership’s or any Subsidiary’s stockholders equityholders or partners for any acts or omissions by the Manager, its membersstockholders, managersdirectors, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company Partnership shall, to the full extent lawful, reimburse, indemnify and hold the ManagerManager and its stockholders, its members, managersdirectors, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. Notwithstanding the foregoing provisions of this paragraph (a), the Partnership shall not be obligated to reimburse, indemnify and hold any Indemnified Party harmless if such indemnification would not be permitted under the terms and provisions of Partnership Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, any Person controlling or controlled by the members and any Person providing sub-advisory services to the Manager and the managers, officers officers, directors and employees of the Manager, its members and any such Person will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employeesany such Person, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, any Person controlling or controlled by the members and any Person providing sub-advisory services to the Manager, together with the managers, officers officers, directors and employees of the Manager, its members and any such Person (each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b11(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and employees any of such Person’s officers, stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the Manager (each, a “Manager Indemnified Party”) will not be liable to the Company or any SubsidiaryCompany, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any Manager Indemnified Party (including market movements or trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, fraud or gross negligence or reckless disregard in the performance of the Manager’s duties under this Agreement or a material breach by the Manager of this Agreement, as determined by a judgment at first instance of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, fraud or gross negligence or reckless disregard in the performance of the Manager’s duties under this Agreement.. |US-DOCS\131332066.10||

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.. For the avoidance of doubt, the Manager will not be liable for trade errors that may result from ordinary negligence, such as errors in the investment-decision making process (e.g., a transaction was effected in violation of the Company’s investment guidelines) or in the trade process (e.g., a buy order was entered instead of a sell order, or the wrong security was purchased or sold, or a security was purchased or sold in an amount or at a price other than the correct amount or price). Notwithstanding the foregoing provisions of this

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) 7 of this Agreement. The Manager, its members, managers, officers officers, affiliates, consultants, agents and employees will not be liable to the Company or any Subsidiarythe Acquired Companies, to the Board of Directors, or the Company’s or any Subsidiary’s Acquired Companies’ stockholders or partners for any acts or omissions by the Manager, its members, managers, officers officers, affiliates, consultants, agents or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers officers, affiliates, consultants, agents and employees and each other Person, if any, controlling the Manager (each, an a “Manager Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company will reimburse any Manager Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim for which the Manager Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Manager Indemnified Party is a party hereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Manager Indemnified Party in its reasonable judgment. Any Manager Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or proceeding in which the Company, on the one hand, and an Manager Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Manager Indemnified Party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Manager Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Manager Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Manager Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Manager Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes a reasonably acceptable release of the applicable Manager Indemnified Party and each other Manager Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Provided that the Company is not in breach of its indemnification obligations hereunder, no Manager Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the prior written consent of the Company.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its officers, stockholders, members, managers, officers personnel, directors, any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager and the officers, directors, managers and personnel of the Manager, its officers, directors, managers and personnel will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the Manager, its members, managers, officers investment decision making process or employeesin the trade process), pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Company and the Operating Partnership shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its officers, stockholders, directors, members, personnel, any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager, together with the managers, officers officers, directors and employees personnel of the Manager, its officers, members, directors, managers and personnel (each other Person, if any, controlling the a “Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Board of Directors Company in following or declining to follow any its advice or recommendations recommendations. Except in the event of the Managera Material Breach, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees Manager will not be liable to the Company or Company, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by performed or not performed in accordance with and pursuant to this Agreement. In no event shall any Affiliate of the Manager or any of the Manager’s or its Affiliates respective members, its membersstockholders, partners, managers, officers directors, officers, employees and agents be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or employeespartners for acts or omissions performed or not performed in accordance with, pursuant to or otherwise in connection with this Agreement The Company agrees to indemnify Manager and its Affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts or omissions of Manager performed in good faith in accordance with and pursuant to this Agreement and not resulting from the gross negligence or willful misconduct of Manager or as a result of the reckless disregard by Manager of its duties hereunder, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; provided, however, Manager first agrees to (i) make all necessary claims under the Manager’s Insurance that Manager is required to carry under this Agreement, except by reason (ii) use best efforts to pursue such claims until completion, and (iii) first use all proceeds of such claims, prior to making any claims against the Company under this Section 8. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faithby Manager, willful misconductas determined pursuant to a final, gross negligence non-appealable order of a court of competent jurisdiction. The provisions of this Section 8 shall survive the expiration or reckless disregard earlier termination of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board Boards of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees employees, sub‑advisers and each other Person, if any, controlling the Manager, will not be liable to the Company Company, New Parent or any Subsidiary, to the Board Boards of Directors, or the Company’s, New Parent’s or any Subsidiary’s stockholders shareholders or partners for any acts or omissions by the Manager, its members, managers, officers or employees, sub‑advisers or each other Person, if any, controlling the Manager, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company Company, New Parent and each of the Subsidiaries shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members, managers, officers and employees employees, sub‑advisers and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility; Indemnification. (a) The Pursuant to this Agreement, Manager assumes no will not assume any responsibility under this Agreement other than to render the services called for under this Agreement in good faith hereunder and shall will not be responsible for any action of the Company's Board of Directors in following or declining to follow any its advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreementrecommendations. The Manager, its members, managers, directors and its officers and employees will not be liable to the Company or Parent, the Operating Partnership, any Subsidiary, to the Board any of Directorstheir directors, or the Company’s or any Subsidiary’s stockholders officers, stockholders, managers, owners or partners for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or performed in accordance with and pursuant to this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s 's duties under this Agreement. The Company shall, Parent and the Operating Partnership each agree to the full extent lawful, reimburse, indemnify and hold the Manager, its membersdirectors and its officers, managersits shareholders, officers and employees and each other Person, if any, controlling the Manager (each, an “Indemnified Party”), harmless of and from any and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of such Indemnified Party made Manager performed in good faith in the performance accordance with and pursuant to this Agreement. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of the Manager’s duties under this Agreement and not Manager constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence misconduct or reckless disregard of the Manager’s its duties under this Agreement, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 11 shall survive the expiration or earlier termination of this Agreement.