Common use of LIMITATION ON ACTIVITIES Clause in Contracts

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders), (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation or Bylaws. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT or qualified opportunity fund under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders)will not seek or maintain REIT or qualified opportunity fund qualification for the Company, (ii) subject the Company Park View Entities to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the CompanyPark View Entities, its the Shares or its other securitiessecurities of the Park View Entities, (iv) require the Advisor Park View Entities or the Manager to register as a broker-dealer with the SEC SEC, FINRA or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action thatwhich, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company General Partner to qualify or continue to qualify to be taxed as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders)REIT, (ii) subject the Company or the General Partner to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, rule or regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares the General Partner or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any statetheir Securities, or (viv) violate the Articles of Incorporation or Bylaws. In the event an action that would violate any of clauses (i) through (viv) of the preceding sentence but such action has been ordered by the BoardBoard of Directors acting on behalf of the General Partner, the Advisor shall notify the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardBoard of Directors. In such event, event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, none of the Advisor, its Affiliates and none of their directors, officers, employees and equityholders, shall be liable to the Company, the General Partner, the Board of Directors or the Shareholders for any act or omission by such Persons or individuals, except as provided in this Agreement.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders)Company, (ii) subject the Company AHP Entities to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the CompanyAHP Entities, its Shares the Shares, the OP Units or its other securitiessecurities of the AHP Entities, (iv) require the Advisor AHP Entities or the Manager to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT “real estate investment trust” under the Code (unless the Board has determined that REIT qualification is not in the best interests Sections 856 through 860 of the Company and its Stockholders)Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter or Bylaws, or (vi) violate the governing documents of any Subsidiary of the Company. In the event an action that would violate any of clauses (i) through (vvi) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders)Company, (ii) subject the Company sxXXXX Entities to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the CompanysxXXXX Entities, its Shares the Shares, the OP Units or its other securitiessecurities of the sxXXXX Entities, (iv) require the Advisor sxXXXX Entities or the Manager to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action thatwhich, in its sole judgment made in good faith, would would: (i) adversely affect the ability of the Company to qualify or continue to qualify to be taxed as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders), REIT; (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, ; (iii) violate any law, rule, rule or regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares Company or its other securities, Securities; or (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation or Bylaws. In the event an action that would violate any of clauses (i) through (viv) of the preceding sentence but such action has been ordered by the BoardBoard of Directors acting on behalf of the Company, the Advisor shall notify the Board of Directors of the Advisor’s 's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the BoardBoard of Directors. In such event, event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. Notwithstanding the foregoing, none of the Advisor, its Affiliates and none of their directors, officers, employees and equityholders, shall be liable to the Company, the Board of Directors or the Stockholders for any act or omission by such Persons or individuals, except as provided in this Agreement.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders)Code, (ii) subject the Company or the Operating Partnership to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its the Operating Partnership, the Company’s Shares or its the Company’s and the Operating Partnership’s other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such eventNotwithstanding the foregoing, neither the Advisor nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the Stockholders for any act or omission by the Advisor shall have no liability for acting or any of its Affiliates, except as provided in accordance with the specific instructions Section 15.04 of the Board so giventhis Agreement.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would would: (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has NY 246322957v3 determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders), Company; (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, ; (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, ; (iv) require the Advisor to register as a broker-dealer with the SEC or any state, ; or (v) violate the Articles of Incorporation Charter or Bylaws. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company CIP to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders)) or the Partnership to be treated as a partnership under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the CompanyCIP, its Shares or its other securitiessecurities or the Partnership, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation or Bylaws. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders)Company, (ii) subject the Company Echo Park Entities to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the CompanyEcho Park Entities, its Shares the Shares, the OP Units or its other securitiessecurities of the Echo Park Entities, (iv) require the Advisor Echo Park Entities or the Manager to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT “real estate investment trust” under the Code (unless the Board has determined that REIT qualification is not in the best interests Sections 856 through 860 of the Company and its Stockholders)Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter or Bylaws, or (vi) violate the governing documents of any Subsidiary of the Company. In the event an action that would violate any of clauses (i) through (vvi) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. 8.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would would: (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders), Company; (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, ; (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, ; (iv) require the Advisor to register as a broker-dealer with the SEC SEC, FINRA or any state, ; or (v) violate the Articles of Incorporation Charter or Bylaws. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.. ARTICLES 8

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders), (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer broker‑dealer with the SEC or any state, or (v) violate the Articles of Incorporation Incorporation, Bylaws or BylawsCorporate Governance Guidelines. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders)Company, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the Company, its Shares the Shares, or its other securitiessecurities of the Company, (iv) require the Advisor Company or the Manager to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter or Bylaws. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the Advisor’s Manager's judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.

LIMITATION ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor Manager shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code (unless the Board has determined that the Company will not seek or maintain REIT qualification is not in for the best interests of the Company and its Stockholders)Company, (ii) subject the Company NL Entities to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over any of the CompanyNL Entities, its Shares the Shares, the OP Units or its other securitiessecurities of the NL Entities, (iv) require the Advisor NL Entities or the Manager to register as a broker-dealer with the SEC or any state, or (v) violate the Articles of Incorporation Charter, Bylaws or BylawsOperating Partnership Agreement. In the event an action that would violate any of clauses (i) through (v) of the preceding sentence sentence, but such action has been ordered by the Board, the Advisor Manager shall notify the Board of the AdvisorManager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor Manager shall have no liability for acting in accordance with the specific instructions of the Board so given.