Ladder Capital

The Manager is not obligated to dedicate any of its employees (except the dedicated CFO) exclusively to the Company, creating key-person risk if personnel focus shifts to other clients.

“The Manager is not obligated to dedicate any of its employees (other than the Chief Financial Officer of the Company) exclusively to the Company, nor is the Manager or its employees obligated to dedicate any specific portion of its or their time to the Company.”

The Manager may direct portfolio transactions through affiliated broker-dealers and parties that provide goods and services to the Manager or its Affiliates in return, creating a soft-dollar conflict of interest.

“The Manager may effect transactions by or through the agency of another person with it or its Affiliates which have an arrangement under which that party or its Affiliates will from time to time provide to or procure for the Manager and/or its Affiliates goods, services or other benefits (including, but not limited to, research and advisory services; economic and political analysis, including valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental to the above goods and services; clearing and custodian services and investment related publications)... on terms that no direct payment is made but instead the Manager and/or its Affiliates undertake to place business with that party.”

The Company is required to indemnify the Manager and its related persons against virtually all expenses, losses, and claims arising from acts in good faith, with advancement of legal expenses, which may reduce investor value in contested situations.

“The Company shall, to the full extent permitted by law, reimburse, indemnify and hold the Manager, its officers, stockholders, members, managers, directors, personnel, 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 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, as determined by a court or competent jurisdiction, such Manager Indemnified Party's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager's duties under this Agreement.”