Common use of Additional Activities of Manager Clause in Contracts

Additional Activities of Manager. Nothing herein shall prevent the Manager or any of its officers, directors, employees or Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including the purchase of, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company, except that the Manager and its officers, directors and employees shall not provide any such services to any mortgage REIT other than the Company or another REIT sponsored by the Manager or its Affiliates which has operating policies and strategies different in one or more material respects from those of the Company, as confirmed by a majority of the Unaffiliated Directors. Compensation to the Manager for any such services shall be on an arm’s-length basis and at a rate no higher than the rate at which such services would be available from a third party. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. It is expressly contemplated that the Company’s Mortgage Loans will be serviced by the Manager acting as servicer pursuant to the Master Loan Participation and Servicing Agreement, dated as of February 6, 2001, as amended from time to time.

Additional Activities of Manager. Nothing herein shall prevent limit or -------------------------------- restrict the right of the Manager or any of its officers, directors, employees or Affiliates from engaging to engage in other businesses any business or from rendering to render services of any kind to any other person or entity, including the purchase of, or advisory service rendering advice to others investing inpurchasing, any type of real estate investment, including investments which assets that meet the principal investment objectives of the Company's policies and criteria, except that the Manager and its officers, directors and employees shall may not provide any such services to any mortgage REIT other than the Company manage or advise another REIT sponsored by or other entity that invests or intends to invest primarily in commercial and multifamily Mortgage Loans or subordinated CMBS Interests. Moreover, the Manager or shall require its Affiliates which has operating policies President, Senior Vice Presidents and strategies different in one or more material respects certain other executive officers to execute non- compete agreements that will preclude them from those of leaving the CompanyManager and, as confirmed by a majority of the Unaffiliated Directors. Compensation subject to the Manager for any such services shall geographic, time and other limitations, if any, that may be on an arm’s-length basis set forth therein, forming or joining another REIT that invests or intends to invest primarily in commercial and at a rate no higher than the rate at which such services would be available from a third partymultifamily Mortgage Loans or subordinated CMBS Interests. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of the Companyits Subsidiaries, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s 's or any of its Subsidiaries' Governing Instruments. It is expressly contemplated that When executing documents or otherwise acting in such capacities for the Company’s Mortgage Loans will be serviced by , such persons shall use their respective titles in the Manager acting as servicer pursuant to the Master Loan Participation and Servicing Agreement, dated as of February 6, 2001, as amended from time to timeCompany.