Common use of Devotion of Time; Additional Activities Clause in Contracts

Devotion of Time; Additional Activities. (a) The Manager will provide the Managed Entities with appropriate support personnel required to enable the Manager to provide the management services contemplated hereunder, and such personnel shall devote such time to the management of the Managed Entities as the Manager reasonably deems necessary and appropriate, commensurate with the level of activity of the Managed Entities from time to time. (b) It is understood that the Manager and its members, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners and Persons whose business or investments may be similar to those of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any of its members, officers, employees, agents, or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or for the account of the Managed Entities, from being interested in any such transaction, except to the extent prohibited by applicable law.

Devotion of Time; Additional Activities. (a) The Manager and its Affiliates will provide the Managed Entities Company and the Subsidiaries with a management team, including a chief executive officer, president, chief financial officer, chief investment officer and chief compliance officer, along with appropriate support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company and the Subsidiaries hereunder, and such personnel the members of which team shall devote such portion of their time to the management of the Managed Entities Company and the Subsidiaries as the Manager reasonably deems is necessary and appropriateappropriate to enable the Company to operates its business, commensurate with the Company’s level of activity activity. None of the Managed Entities from time officers or employees of the Manager will be dedicated exclusively to timethe Company and the Subsidiaries, except for the chief financial officer who will be seconded exclusively to the Company pursuant to a secondment agreement with Colony Capital. The Manager and Colony Capital shall provide reasonable access to their respective investment professionals in order to support the day-to-day operations of the Company. (b) It Except as provided in the Investment Allocation Agreement, nothing in this Agreement shall (i) prevent Colony Capital or any of its Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind to any other Person, including, without limitation, investing in, or rendering advisory services to others investing in, any type of business (including, without limitation, investments that meet the principal investment objectives of the Company), whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company or (ii) in any way bind or restrict Colony Capital or any of its Affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or investments for their own accounts or for the account of others for whom Colony Capital or any of its Affiliates, officers, directors, employees or personnel may be acting. The Manager agrees that, for so long as this Agreement is understood that in effect, it will comply with the Manager and its membersterms of the Investment Allocation Agreement. (c) Managers, partners, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners personnel and Persons whose business or investments may be similar to those agents of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any Affiliates of its membersthe Manager may serve as directors, officers, employees, partners, personnel, agents, nominees or Affiliates from buyingsignatories for the Company and/or any Subsidiary, sellingto the extent permitted by their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company or the Subsidiaries, such persons shall use their respective titles in the Company or trading for its or their own accountthe Subsidiaries. (d) Nothing contained herein shall prevent Subject to Section 2(d), the ManagerManager is authorized, for and on behalf, and at the sole cost and expense, of the Company, to employ securities dealers for the purchase and sale of Investments as the Manager deems necessary or appropriate, in its sole discretion. (e) The Company (including the Board of Directors) agrees to take, or cause to be taken, all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Manager to file any Person affiliated registration statement on behalf of the Company in a timely manner or associated in to deliver any way with the Manager, from contracting or entering into any financial, banking, brokerage, financial statements or other transactions reports with respect to the Managed Entities, nor shall it prevent any Limited Partner, Company or any Person the securities of which are held by or for the account of the Managed Entities, from being interested in any such transaction, except to the extent prohibited by applicable lawSubsidiary.

Devotion of Time; Additional Activities. (a) The Manager will provide the Managed Entities Company with appropriate a management team, including a Chief Executive Officer, President, a Chief Investment Officer, a Chief Credit Officer, a Chief Financial Officer, and other support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company hereunder, and such personnel the members of which team shall devote such of their time to the management of the Managed Entities Company as the Manager Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Managed Entities Company from time to time. (b) It is understood The Company shall have the benefit of the Manager’s best judgment and best effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will substantially and adversely affect the performance of its obligations under this Agreement. (c) Except to the extent set forth in clauses (a) and (b) above, nothing herein shall prevent the Manager or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of investment, including investments which meet the principal investment objectives of the Company. The Manager and its affiliates may invest for their own accounts and for the accounts of clients in various investments that are senior, pari passu or junior to, or have interests different from or adverse to, the investments that are owned by the Company. Furthermore, the Manager serves as investment adviser to other funds and accounts, and its affiliates manage their own accounts, and the Manager and its membersaffiliates may make investment decisions for their own accounts and for the accounts of others, including other funds, that may be different from those that will be made by the Manager for the Company. When making investment decisions where a conflict of interest may arise, the Manager will endeavor to act in a fair and equitable manner as between the Company and other clients. The Manager may at certain times be simultaneously seeking to purchase (or sell) investments from the Company and sell (or purchase) the same investment for a similar entity, including other funds, for which it serves as asset manager now or in the future, or for its clients or affiliates. All such activities will be conducted in accordance with the Manager’s allocation policy (as such policy may be amended from time to time). In addition, the Manager and its affiliates may buy securities from or sell securities to the Company to the extent permitted by applicable law. (d) Managers, partners, officers, employees and agents of the Manager or affiliates of the Manager may serve as directors, officers, employees, agents, nominees or Affiliates may provide management services to signatories for the Company or any PersonSubsidiary, including to Limited Partners and Persons whose business or investments may be similar to those of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required permitted by applicable law. (c) Subject their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to SECTION 7(c), and applicable law, nothing contained herein shall limit the Company’s Governing Instruments. When executing documents or otherwise restrict the Manager or any of its members, officers, employees, agents, or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated acting in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or such capacities for the account of Company, such persons shall use their respective titles in the Managed Entities, from being interested in any such transaction, except to the extent prohibited by applicable lawCompany.

Devotion of Time; Additional Activities. (a) The Manager and its Affiliates will provide the Managed Company Entities with appropriate a management team, including a Chief Executive Officer, President and Chief Financial Officer, as well as other support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company Entities hereunder, and such personnel the members of which team shall devote such portion of their time to the management of the Managed Company Entities as is necessary and appropriate to operate the businesses of the Company Entities. The Manager shall not be obligated to dedicate itself exclusively to the management of the Company Entities nor shall the Manager’s personnel be obligated to dedicate any specific portion of their time to the Company Entities; provided, however, that the Manager reasonably deems devotes sufficient resources to the business of the Company Entities as is necessary and appropriate, commensurate with the its level of activity activity, to discharge Manager’s obligations under this Agreement. The Manager shall dedicate sufficient time and shall engage and make available sufficient personnel (including personnel of the Managed Entities from time Manager’s Affiliates) to timeperform the tasks and activities that typically would be performed internally (and not outsourced to third parties) by a manager rendering management and advisory services similar to those to be rendered by the Manager hereunder, and the Manager shall engage third parties to perform such tasks and activities only in accordance with the budget limitations set forth in Section 11(a) hereof. For clarity, nothing in this Section 3(a), Section 2 or any other provision of this Agreement will require the Manager or any Affiliate thereof to bear or incur any Expenses (except as described in the last paragraph of Section 10). (b) It is understood Subject to the provisions of Section 3(a) and the Development Agreement, nothing in this Agreement shall (i) prevent the Manager, Xxxx or any of their Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind (including the services to be provided to the Company Entities hereunder) to any other Person, including investing in, or rendering advisory services to others investing in, any type of business (including acquisitions of assets that meet the Manager and principal investment objectives of the Company), whether or not the investment objectives or policies of any such other Person or Entity are similar to those of the Company or (ii) in any way bind or restrict the Manager, Xxxx or any of their Affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or investments for their own accounts or for the account of others for whom Xxxx or any of its membersAffiliates (other than the Manager), officers, directors, employees or personnel may be acting. For the avoidance of doubt, the foregoing shall not limit any of the Company Entities’ rights under the Development Agreement. (c) Managers, partners, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners personnel and Persons whose business or investments may be similar to those agents of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any Affiliates of its membersthe Manager may serve as directors, officers, employees, personnel, agents, nominees or Affiliates from buying, selling, or trading signatories for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Company Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or for the account of the Managed Entities, from being interested in any such transaction, except to the extent prohibited permitted by their Governing Instruments or by any resolutions duly adopted by the applicable lawgoverning entities pursuant to the Company Entities’ Governing Instruments. When executing documents or otherwise acting in such capacities for the Company Entities, such persons shall use their respective titles in the applicable Company Entity.

Devotion of Time; Additional Activities. (a) The Manager will provide the Managed Entities with appropriate support personnel required to enable the Manager to provide the management services contemplated hereunder, and such personnel shall devote such time to the management of the Managed Entities as the Manager reasonably deems necessary and appropriate, commensurate with the level of activity of the Managed Entities from time to time. (b) It is understood that the Manager and its members, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners and Persons whose business or investments may be similar to those of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted provide the Company and the Subsidiaries with a management team, including a chief executive officer, presidents, a chief financial officer and other appropriate support personnel. The Manager is not obligated to give advice dedicate any of its personnel exclusively to the Managed Entities Company, nor is the Manager or its personnel obligated to dedicate any specific portion of its or their time to the Company. The Manager’s services under this Agreement shall not be exclusive, and the Manager shall be free to furnish similar services to other entities, and it intends to do so; provided that differs its services to the Company are not impaired. For the avoidance of doubt, the management, policies and operations of the Company and the Series shall be the ultimate responsibility of the Board of Directors acting pursuant to and in accordance with the LLC Agreement. (b) The Manager agrees to offer the Company, the Series and the Subsidiaries the right to participate in all opportunities that the Manager determines are appropriate for the Company, the Series and the Subsidiaries in view of its objectives, policies and strategies, and other relevant factors, subject to the exception that the Company, the Series and the Subsidiaries might not participate in each such opportunity but shall on an overall basis equitably participate with the Manager’s other funds and clients in relevant opportunities. Nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind to any other Person, including, without limitation, investing in, or rendering advisory services to others investing in, any type of business (including, without limitation, acquisitions of assets that provided to its clients (and, where applicable, is different from meet the advice it has given in conjunction with its other business activitiesprincipal objectives of the Company), even though whether or not the objectives or policies of any such other clients may be substantially the same Person or entity are similar as to those of the Managed Entities. The Manager shall discharge its duties under this Agreement with Company, the same degree of skill, care, and diligence as it uses Series or the Subsidiaries or (ii) in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than any way bind or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any of its membersAffiliates, officers, directors, employees or personnel from buying, selling or trading any securities or assets for their own accounts or for the account of others for whom the Manager or any of its Affiliates, officers, directors, employees or personnel may be acting. When making decisions where a conflict of interest may arise, the Manager shall endeavor to allocate acquisition and financing opportunities in a fair and equitable manner over time as between the Company, the Series and the Subsidiaries and the Manager’s other funds and clients. (c) Managers, partners, officers, employees, personnel and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, personnel, agents, nominees or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or signatories for the account of Company, the Managed EntitiesSeries and/or any Subsidiary, from being interested in any such transaction, except to the extent prohibited permitted by applicable lawtheir Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, the Series or the Subsidiaries, such persons shall use their respective titles in the Company, the Series or the Subsidiaries.

Devotion of Time; Additional Activities. (a) The Manager and its Affiliates will provide the Managed Entities Company with a management team, including a chief executive officer, chief financial officer and other appropriate support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company hereunder. None of the officers, and such employees or other personnel shall devote such of the Manager initially will be dedicated exclusively to the Company, nor is the Manager or its personnel obligated to dedicate any specific portion of its or their time to the management Company (other than such portion of the Managed Entities their time as the Manager reasonably deems is necessary and appropriate, commensurate with the level of activity of the Managed Entities Company from time to time, for the Manager to perform its services under this Agreement). If it so chooses, the Company may hire dedicated employees in the future and will be responsible for any such employee’s salary and other compensation. (b) It Nothing in this Agreement shall (i) prevent the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind to any other Person, including investing in, or rendering advisory services to others investing in, any type of business (including acquisitions of assets that meet the principal objectives of the Company but not a business the primary purpose of which is understood to invest in assets that meet the Guidelines) or (ii) in any way bind or restrict the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or assets for their own accounts or for the account of others for whom the Manager, MRECS or any of their respective Affiliates, officers, directors, employees or personnel may be acting. When making decisions where a conflict of interest may arise, the Manager will endeavor to allocate acquisition and its membersfinancing opportunities in a fair and equitable manner over time as between the Company and the Manager’s other funds and clients, in accordance with MRECS’s then prevailing policies and procedures with respect to conflicts resolution among MRECS’s and MRECS’s Affiliates’ managed investment vehicles or accounts. While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives, policies and strategies of the Company, they may be different from the information and recommendations supplied by the Manager, MRECS or any of their respective Affiliates to their other managed investment vehicles or accounts. (c) Managers, partners, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners personnel and Persons whose business or investments may be similar to those agents of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any of its membersAffiliates may serve as directors, officers, employees, personnel, agents, nominees or Affiliates from buyingsignatories for the Company to the extent permitted by its Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, selling, or trading for its or such persons shall use their own accountrespective titles in the Company. (d) Nothing contained herein shall prevent the ManagerThe Company agrees to take, or cause to be taken, all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including all steps reasonably necessary to allow the Manager to enable the Company to make any Person affiliated governmental filings in a timely manner or associated in to deliver any way financial statements or other reports with respect to the ManagerCompany, from contracting or entering into any financial, banking, brokerageprovided that the Company shall have no obligation to take, or other transactions with cause to be taken, any action that would relate to the Managed Entities, nor shall it prevent any Limited Partnerlicenses or business of the Manager (as opposed to the licenses or business of the Company). If the Manager is not able to provide a service, or any Person in the securities of which are held by or for the account reasonable judgment of the Managed EntitiesManager it is not prudent to provide a service, without the approval of the Company, then the Manager shall use commercially reasonable efforts to promptly obtain such approval and shall be excused from being interested providing such service (and shall not be in any such transaction, except to breach of this Agreement) until the extent prohibited by applicable lawapproval has been obtained.

Devotion of Time; Additional Activities. (a) The Manager will provide the Managed Entities Company with a management team, including a Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, along with appropriate support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company hereunder, the members of which team shall have as their primary responsibility the management of the Company and such personnel shall devote such of their time to the management of the Managed Entities Company as the Manager Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Managed Entities Company from time to time. The Chief Financial Officer provided by the Manager shall be exclusively dedicated to the operations of the Company. (b) It is understood The Manager hereby agrees that neither the Manager nor any entity controlled by or under common control with the Manager shall raise, advise or sponsor any new investment fund, company or vehicle, including a REIT, that invests primarily in domestic mortgage-backed securities; provided that for purposes of the foregoing limitation, a portfolio company of any private equity fund controlled by Kohlberg Kravis Xxxxxxx & Co. L.P. shall be deemed not to be an entity under common control with the Manager. The Company shall have the benefit of the Manager’s best judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its judgment, will substantially and adversely affect the performance of its obligations under this Agreement. (c) Except to the extent set forth in clauses (a) and (b) above, nothing herein shall prevent the Manager or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of investment, including investments which meet the principal investment objectives of the Company. (d) Managers, members, partners, officers, employees and agents of the Manager or affiliates of the Manager may serve as directors, officers, employees, agents, nominees or Affiliates may provide management services to signatories for the Company or any PersonSubsidiary, including to Limited Partners and Persons whose business or investments may be similar to those of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required permitted by applicable law. (c) Subject their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to SECTION 7(c), and applicable law, nothing contained herein shall limit the Company’s Governing Instruments. When executing documents or otherwise restrict the Manager or any of its members, officers, employees, agents, or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated acting in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or such capacities for the account of Company, such persons shall use their respective titles in the Managed Entities, from being interested in any such transaction, except to the extent prohibited by applicable lawCompany.

Devotion of Time; Additional Activities. (a) The Manager will provide the Managed Entities Company with appropriate a management team, including a Chief Executive Officer, President, a Chief Investment Officer, a Chief Credit Officer, a Chief Financial Officer, and other support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company hereunder, and such personnel the members of which team shall devote such of their time to the management of the Managed Entities Company as the Manager Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Managed Entities Company from time to time. (b) It is understood The Company shall have the benefit of the Manager's best judgment and best effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will substantially and adversely affect the performance of its obligations under this Agreement. (c) Except to the extent set forth in clauses (a) and (b) above, nothing herein shall prevent the Manager or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of investment, including investments which meet the principal investment objectives of the Company. The Manager and its affiliates may invest for their own accounts and for the accounts of clients in various investments that are senior, pari passu or junior to, or have interests different from or adverse to, the investments that are owned by the Company. Furthermore, the Manager serves as investment adviser to other funds and accounts, and its affiliates manage their own accounts, and the Manager and its membersaffiliates may make investment decisions for their own accounts and for the accounts of others, including other funds, that may be different from those that will be made by the Manager for the Company. When making investment decisions where a conflict of interest may arise, the Manager will endeavor to act in a fair and equitable manner as between the Company and other clients. The Manager may at certain times be simultaneously seeking to purchase (or sell) investments from the Company and sell (or purchase) the same investment for a similar entity, including other funds, for which it serves as asset manager now or in the future, or for its clients or affiliates. All such activities will be conducted in accordance with the Manager's allocation policy (as such policy may be amended from time to time). In addition, the Manager and its affiliates may buy securities from or sell securities to the Company to the extent permitted by applicable law. (d) Managers, partners, officers, employees and agents of the Manager or affiliates of the Manager may serve as directors, officers, employees, agents, nominees or Affiliates may provide management services to signatories for the Company or any PersonSubsidiary, including to Limited Partners and Persons whose business or investments may be similar to those of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required permitted by applicable law. (c) Subject their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to SECTION 7(c), and applicable law, nothing contained herein shall limit the Company's Governing Instruments. When executing documents or otherwise restrict the Manager or any of its members, officers, employees, agents, or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated acting in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or such capacities for the account of Company, such persons shall use their respective titles in the Managed Entities, from being interested in any such transaction, except to the extent prohibited by applicable lawCompany.

Devotion of Time; Additional Activities. (a) The Manager and its affiliates will provide the Managed Entities Company and the Subsidiaries with appropriate a management team, including a Chief Executive Officer, President, a Principal Financial Officer, a Chief Investment Officer, and other support personnel required to enable the Manager personnel, to provide the management services contemplated to be provided by the Manager to the Company and the Subsidiaries hereunder, and such personnel the members of which team shall devote such portion of their time to the management of the Managed Entities Company and the Subsidiaries as is to enable the Manager reasonably deems necessary Company and appropriate, commensurate with the level of activity of the Managed Entities from time Subsidiaries to timeoperate their business. (b) It is understood The Manager agrees to offer the Company and the Subsidiaries the right to participate in all investment opportunities that the Manager determines are appropriate for the Company and its membersthe Subsidiaries in view of their investment objectives, policies and strategies, and other relevant factors, subject to the exception that the Company and the Subsidiaries might not participate in each such opportunity but will on an overall basis equitably participate with the Manager’s other clients in relevant investment opportunities in accordance with the Manager’s then prevailing investment allocation policy. Nothing in this Agreement shall (i) prevent the Manager, MFA or any of their affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services of any kind to any other Person, including, without limitation, investing in, or rendering advisory services to others investing in, any type of business (including, without limitation, investments that meet the principal investment objectives of the Company), whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company or (ii) in any way bind or restrict the Manager, MFA or any of their affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or investments for their own accounts or for the account of others for whom the Manager, MFA or any of their affiliates, officers, directors, employees or personnel may be acting. When making decisions where a conflict of interest may arise, the Manager will endeavor to allocate investment and financing opportunities in a fair and equitable manner over time as between the Company and the Subsidiaries and the Manager’s other clients, in each case in accordance with the Manager’s then prevailing allocation policy. (c) Managers, partners, officers, employees, agents, or Affiliates may provide management services to any Person, including to Limited Partners personnel and Persons whose business or investments may be similar to those agents of the Partnership, and may engage in any other business activity. The Manager and its Affiliates shall be permitted to give advice to the Managed Entities that differs from that provided to its clients (and, where applicable, is different from the advice it has given in conjunction with its other business activities), even though the objectives of such other clients may be substantially the same or similar as those of the Managed Entities. The Manager shall discharge its duties under this Agreement with the same degree of skill, care, and diligence as it uses in the administration of its other clients, but shall not be obligated to treat the Managed Entities more favorably than or preferentially to its other clients, or where applicable any of its other businesses, except to the extent otherwise required by applicable law. (c) Subject to SECTION 7(c), and applicable law, nothing contained herein shall limit or otherwise restrict the Manager or any affiliates of its membersthe Manager may serve as directors, officers, employees, personnel, agents, nominees or Affiliates from buying, selling, or trading for its or their own account. (d) Nothing contained herein shall prevent the Manager, or any Person affiliated or associated in any way with the Manager, from contracting or entering into any financial, banking, brokerage, or other transactions with the Managed Entities, nor shall it prevent any Limited Partner, or any Person the securities of which are held by or signatories for the account of the Managed EntitiesCompany and/or any Subsidiary, from being interested in any such transaction, except to the extent prohibited permitted by applicable lawtheir Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company or the Subsidiaries, such persons shall use their respective titles in the Company or the Subsidiaries.