Common use of Other Activities of the Advisor Clause in Contracts

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any Other ▇▇▇▇▇ & Steers Accounts, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Advisor is the investment advisor to Other ▇▇▇▇▇ & Steers Accounts and may in the future become the investment advisor to additional Other ▇▇▇▇▇ & Steers Accounts and (ii) to the extent an investment is determined by the Advisor to satisfy both the investment objectives of the Company and Other ▇▇▇▇▇ & Steers Accounts, such investment will generally be allocated in accordance with the Advisor’s existing policies and procedures. (c) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & Steers, any Other ▇▇▇▇▇ & Steers Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses or (ii) the current appraised value of the property, as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside Other ▇▇▇▇▇ & Steers Accounts, or with ▇▇▇▇▇ & Steers, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers Accounts generally, but only those transactions set forth in this Section 8(c) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (d) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any Other ▇▇▇▇▇ & Steers Birgo Accounts, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, securities or commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers Birgo Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Advisor is the investment advisor to sponsor, advise and/or manage Other ▇▇▇▇▇ & Steers Birgo Accounts and may in the future become the investment advisor to sponsor, advise and/or manage additional Other ▇▇▇▇▇ & Steers Accounts and Birgo Accounts, (ii) with respect to Other Birgo Accounts with investment objectives or guidelines that overlap with the extent an investment is determined by Company’s but that do not have priority over the Company, the Advisor to satisfy both the and its Affiliates will allocate investment objectives of opportunities between the Company and such Other ▇▇▇▇▇ & Steers Accounts, such investment will generally be allocated Birgo Accounts in accordance with Birgo’s prevailing policies and procedures on a basis that the AdvisorAdvisor and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s existing investment strategy may be shared with or allocated to one or more Other Birgo Accounts (in lieu of the Company) in accordance with Birgo’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company the Manager acknowledges and agrees that (i) as part of Birgo’s regular businesses, personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Birgo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Birgo Accounts and/or the Advisor and such other Affiliates, (ii) unless prohibited by the LLC Agreement, Other Birgo Accounts may invest, from time to time, in properties or other assets in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Birgo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Birgo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally, such transactions are not required to be presented to the Manager or any committee thereof for approval (unless otherwise required by the Governing Documents), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including fees related to administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, including with respect to Other Birgo Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other Birgo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Birgo Accounts) are materially different from the terms and conditions applicable to the Company, and the Company shall not shall have the right to receive the benefit of any such different terms applicable to investors in such Other Birgo Accounts as a result of an investment in the Company or otherwise. The Advisor shall keep the Manager reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & SteersBirgo, any Other ▇▇▇▇▇ & Steers Birgo Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the CompanyManager,. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses expenses, or (ii) if substantial justification exists, the current appraised value of the property, property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside joint ventures with Other ▇▇▇▇▇ & Steers Birgo Accounts, or with ▇▇▇▇▇ & SteersBirgo, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directorsthe Manager, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers Birgo Accounts generally, but only those transactions set forth in this Section 8(c) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (de) For the avoidance of doubt, it is understood that neither the Company nor the Board Manager has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or or managing of any Other ▇▇▇▇▇ & Steers THRE Accounts, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, securities or commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers THRE Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Advisor is the investment advisor to sponsor, advise and manage Other ▇▇▇▇▇ & Steers THRE Accounts and may in the future become the investment advisor to sponsor, advise and manage additional Other ▇▇▇▇▇ & Steers THRE Accounts (including International Affiliated Funds), and (ii) with respect to Other THRE Accounts with investment objectives or guidelines that overlap with the extent an investment is determined by Company’s but that do not have priority over the Company, the Advisor to satisfy both the and its Affiliates will allocate investment objectives of opportunities between the Company and such Other ▇▇▇▇▇ & Steers Accounts, such investment will generally be allocated THRE Accounts in accordance with Nuveen’s prevailing policies and procedures on a basis that the AdvisorAdvisor and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s existing Investment Guidelines may be shared with or allocated to one or more Other THRE Accounts (in lieu of the Company) in accordance with Nuveen’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company and the Board acknowledge and agree that (i) as part of Nuveen’s regular businesses, officers and personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other THRE Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other THRE Accounts or the Advisor and such other Affiliates, (ii) unless prohibited by the Charter, Other THRE Accounts may, from time to time, invest in investments in which the Company has an interest or in other transactions with companies or individuals that may be counterparties of the Company’s, and while Nuveen will seek to resolve any conflicts related thereto in a fair and reasonable manner in accordance with its prevailing policies and procedures, there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Advisor’s Affiliates may from time to time receive fees related to investments in which the Company has an interest or from companies or individuals that may be counterparties of the Company’s, and while such fees may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other THRE Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other THRE Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other THRE Accounts as a result of an investment in the Company or otherwise. The Advisor shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & SteersNuveen, any Other ▇▇▇▇▇ & Steers THRE Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses expenses, or (ii) if substantial justification exists, the current appraised value of the property, property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside with Other ▇▇▇▇▇ & Steers THRE Accounts, or with ▇▇▇▇▇ & SteersNuveen, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers THRE Accounts generally, but only those transactions set forth in this Section 8(c8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (de) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entityPerson, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any Other ▇▇▇▇▇ & Steers Birgo Accounts, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, securities or commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers Birgo Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Advisor is the investment advisor to sponsor, advise and/or manage Other ▇▇▇▇▇ & Steers Birgo Accounts and may in the future become the investment advisor to sponsor, advise and/or manage additional Other ▇▇▇▇▇ & Steers Accounts and Birgo Accounts, (ii) with respect to Other Birgo Accounts with investment objectives or guidelines that overlap with the extent an investment is determined by Company’s but that do not have priority over the Company, the Advisor to satisfy both the and its Affiliates will allocate investment objectives of opportunities between the Company and such Other ▇▇▇▇▇ & Steers Accounts, such investment will generally be allocated Birgo Accounts in accordance with Birgo’s prevailing policies and procedures on a basis that the AdvisorAdvisor and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Company’s existing investment strategy may be shared with or allocated to one or more Other Birgo Accounts (in lieu of the Company) in accordance with Birgo’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company the Manager acknowledges and agrees that (i) as part of Birgo’s regular businesses, personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Birgo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Birgo Accounts and/or the Advisor and such other Affiliates, (ii) unless prohibited by the LLC Agreement, Other Birgo Accounts may invest, from time to time, in properties or other assets in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Birgo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Birgo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally, such transactions are not required to be presented to the Manager or any committee thereof for approval (unless otherwise required by the Governing Documents), and there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including fees related to administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, including with respect to Other Birgo Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other Birgo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Birgo Accounts) are materially different from the terms and conditions applicable to the Company, and the Company shall not shall have the right to receive the benefit of any such different terms applicable to investors in such Other Birgo Accounts as a result of an investment in the Company or otherwise. The Advisor shall keep the Manager reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & SteersBirgo, any Other ▇▇▇▇▇ & Steers Birgo Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the CompanyManager,. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses expenses, or (ii) if substantial justification exists, the current appraised value of the property, property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside joint ventures with Other ▇▇▇▇▇ & Steers Birgo Accounts, or with ▇▇▇▇▇ & SteersBirgo, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directorsthe Manager, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers Birgo Accounts generally, but only those transactions set forth in this Section 8(c) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (de) For the avoidance of doubt, it is understood that neither the Company nor the Board Manager has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder Unitholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing closing, advising and/or managing of any Other ▇▇▇▇▇ & Steers AccountsInvestment Programs, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, securities or commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Advisor’s 's (and/or its Affiliates’, officers, directors or employees) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s 's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers Accounts Investment Programs and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Advisor is the investment advisor to and its Affiliates sponsor, advise and/or manage Other ▇▇▇▇▇ & Steers Accounts Investment Programs and may in the future become the investment advisor to sponsor, advise and/or manage additional Other ▇▇▇▇▇ & Steers Accounts Investment Programs and (ii) with respect to Other Investment Programs with investment objectives or guidelines that overlap with the extent an investment is determined by Company's, the Advisor to satisfy both the and its Affiliates will allocate investment objectives of opportunities between the Company and such Other ▇▇▇▇▇ & Steers AccountsInvestment Programs in accordance with the Advisor's prevailing policies and procedures on a basis that the Advisor and its Affiliates determine to be reasonable in their sole discretion, such investment will generally and there may be circumstances where investments that are consistent with the Investment Guidelines may be shared with or allocated to one or more Other Investment Programs (in lieu of the Company) in accordance with the Advisor’s existing prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company and the Board acknowledge and agree that (i) as part of the Advisor’s regular businesses, personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Investment Programs), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Investment Programs and/or the Advisor and such other Affiliates, (ii) unless prohibited by the Charter, Other Investment Programs may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer's capital structure (e.g., an investment by an Other Investment Program in a mezzanine debt interest with respect to the same issuer to whom the Company has made a mortgage loan)) and while the Advisor will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Investment Programs generally (as described in the Private Placement Memorandum), such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or the Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company's favor, (iii) the Company will from time to time pay fees to the Advisor and its Affiliates, including portfolio entities of Other Investment Programs, for providing various services described in the Private Placement Memorandum (collectively, "Services"), which fees will be in addition to the compensation paid to the Advisor pursuant to Section 10 hereof, (iv) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Investment Programs and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of such Other Investment Programs (including with respect to the economic, reporting, and other rights afforded to investors in such Other Investment Programs) are materially different from the terms and conditions applicable to the Company and the Shareholders, and neither the Company nor the Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Investment Programs as a result of an investment in the Company or otherwise. The Advisor shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. For the avoidance of doubt, the Company may enter into joint ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such joint ventures or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor may earn fees for rendering such advice and service. (d) The Advisor is not permitted to consummate on the Company’s 's behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & Steers, any Other ▇▇▇▇▇ & Steers Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, does not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, comply with the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses or (ii) the current appraised value of the propertyRelated Party Transaction Policy, as determined may be amended from time to time by an Independent Appraiserthe Board. In addition, the Company may enter into Joint Ventures alongside Other ▇▇▇▇▇ & Steers Accounts, or with ▇▇▇▇▇ & Steers, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers Accounts Investment Programs generally, but only those transactions set forth in this Section 8(c) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (de) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder shareholder of the Advisor or its Affiliates, including any person who is also a director Director, officer or officer employee of the Company.

Other Activities of the Advisor. (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or or managing of any Other ▇▇▇▇▇ & Steers Nuveen Real Estate Accounts, (ii) in any way bind or restrict the Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities, securities or commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other ▇▇▇▇▇ & Steers Nuveen Real Estate Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Advisor is the investment advisor to sponsor, advise and manage Other ▇▇▇▇▇ & Steers Nuveen Real Estate Accounts and may in the future become the investment advisor to sponsor, advise and manage additional Other Nuveen Real Estate Accounts (including International Affiliated Funds), and (ii) with respect to Other Nuveen Real Estate Accounts with investment objectives or guidelines that overlap with the Company’s but that do not have priority over the Company, the Advisor and its Affiliates will allocate investment opportunities between the Company and such Other Nuveen Real Estate Accounts in accordance with ▇▇▇▇▇ & Steers Accounts ▇▇’s prevailing policies and (ii) to the extent an investment is determined by procedures on a basis that the Advisor and its Affiliates determine to satisfy both be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the investment objectives Company’s Investment Guidelines may be shared with or allocated to one or more Other Nuveen Real Estate Accounts (in lieu of the Company and Other Company) in accordance with ▇▇▇▇▇ & Steers Accounts, such investment will generally be allocated in accordance with the Advisor▇▇’s existing prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company and the Board acknowledge and agree that (i) as part of ▇▇▇▇▇▇’s regular businesses, officers and personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Nuveen Real Estate Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Nuveen Real Estate Accounts or the Advisor and such other Affiliates, (ii) unless prohibited by the Charter, Other Nuveen Real Estate Accounts may, from time to time, invest in investments in which the Company has an interest or in other transactions with companies or individuals that may be counterparties of the Company’s, and while ▇▇▇▇▇▇ will seek to resolve any conflicts related thereto in a fair and reasonable manner in accordance with its prevailing policies and procedures, there can be no assurance that any conflicts will be resolved in the Company’s favor, (iii) the Advisor’s Affiliates may from time to time receive fees related to investments in which the Company has an interest or from companies or individuals that may be counterparties of the Company’s, and while such fees may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other Nuveen Real Estate Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Nuveen Real Estate Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Nuveen Real Estate Accounts as a result of an investment in the Company or otherwise. The Advisor shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from ▇▇▇▇▇ & SteersNuveen, any Other ▇▇▇▇▇ & Steers Nuveen Real Estate Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (i) the cost of the property to the Affiliate, including acquisition-related expenses expenses, or (ii) if substantial justification exists, the current appraised value of the property, property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside with Other ▇▇▇▇▇ & Steers Nuveen Real Estate Accounts, or with ▇▇▇▇▇ & SteersNuveen, the Advisor, any member of ▇▇▇▇▇ & Steers, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other ▇▇▇▇▇ & Steers Nuveen Real Estate Accounts generally, but only those transactions set forth in this Section 8(c8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines). (de) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.