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

Devotion of Time; Additional Activities. (a) The Manager will provide a management team, including a dedicated chief executive officer and a dedicated chief financial officer, to provide the management services hereunder. The members of such team shall devote such of their time to the management of the Company as is reasonably necessary and appropriate. (b) Except to the extent set forth in clause (a) above or in the Conflicts of Interest Policy, 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time (c) Managers, members, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Devotion of Time; Additional Activities. (a) The Manager will provide the Company and its Subsidiaries with a management team, including a dedicated chief executive officer Chief Executive Officer, President, a Head of Commercial Underwriting, a Chief Financial Officer, and a dedicated chief financial officerother support personnel, to provide the management services to be provided by the Manager to the Company and its Subsidiaries hereunder. The , the members of such which team shall devote such of their time to the management of the Company and its Subsidiaries as is reasonably necessary the Board of Directors commensurate with the level of activity of the Company and appropriateits Subsidiaries from time to time. None of the officers or employees of the Manager will be dedicated exclusively to the Company and its Subsidiaries. (b) Except to the extent set forth in clause (a) above or in the Conflicts of Interest Policyabove, nothing herein in this Agreement shall (i) prevent the Manager Manager, Annaly or any of its Affiliates their Affiliates, officers, directors, employees or any of the officers and employees of any of the foregoing personnel, from engaging in other businesses or from rendering services of any kind to any other person or entityPerson, including investment including, without limitation, investing in, or rendering advisory service services to others investing in, any type of real estate or real estate related investmentbusiness (including, including without limitation, investments which that meet the principal investment objectives of the Company. Subject Company and its Subsidiaries), whether or not the investment objectives or policies of any such other Person or entity are similar to the Conflicts those of Interest Policy, the Company recognizes that it is not entitled to preferential treatment and its Subsidiaries or (ii) in receiving information, recommendations and other services from any way bind or restrict the Manager, Annaly 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, Annaly or any of their Affiliates, officers, directors, employees or personnel may be acting. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the CompanyFurthermore, the Manager and/or any serves as investment adviser to other person or entity on whose behalf REITs, funds and accounts, and its Affiliates manage their own accounts, and the Manager and its Affiliates may make investment decisions for their own accounts and for the accounts of others, including other REITs and funds, that may be engageddifferent from, or competing with, those that will be made by the Manager for the Company. When allocating making investment opportunities among the persons or entities for which the Manager acts as managerdecisions where a conflict of interest may arise, the Manager will comply endeavor to act in a fair and equitable manner as between the Company and its Subsidiaries and other clients. The Manager may at certain times be simultaneously seeking to purchase (or sell) investments from the Company and its Subsidiaries and sell (or purchase) the same investment for a similar entity, including other REITs and 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 its Conflicts of Interest Policy the Manager’s then existing allocation policy (as in effect 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 and its Subsidiaries to the extent permitted by applicable law. The Manager may (but is not obligated to) aggregate securities trades of the Company and its Subsidiaries with securities trades of other clients of the Manager, if in the reasonable and sole determination of the Manager aggregating such trades will be of benefit to the Company and its Subsidiaries and the Manager’s other clients and if such aggregation will be consistent with the Manager’s duties of best execution. (c) Managers, memberspartners, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trusteesdirectors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the their Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the CompanyCompany or the Subsidiary, such persons shall use their respective titles in the CompanyCompany or the Subsidiary. (d) The Manager is authorized, for and on behalf of, and at the sole cost and expense of the Company and the Subsidiaries, to employ securities dealers for the purchase and sale of Assets as the Manager deems necessary or appropriate, in its sole discretion. All trades will be executed with established securities dealers which are approved by the Manager selected in a manner consistent with best execution. No concessions on prices will be made to any dealer by reason of services or goods provided or offered to be provided. In addition to the gross dealing price, the Manager will take into account the level of charges, xxxx up or xxxx down made by the counterparty and the creditworthiness of the counterparty. (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 Company to file any registration statement in a timely manner or to deliver any financial statements or other reports with respect to the Company or any Subsidiary. If the Manager is not able to provide a service, or in the reasonable judgment of the Manager it is not prudent to provide a service, without the approval of the Board of Directors or the Independent Directors, as applicable, then the Manager shall use good faith reasonable efforts to promptly obtain such approval and shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained.

Devotion of Time; Additional Activities. (a) The Manager will provide a dedicated management team, including a dedicated chief executive officer President, a Chief Financial Officer and a dedicated chief financial officerChief Operating Officer of the Company, to provide the management services to be provided by the Manager to the Company hereunder. The , the members of such which team shall have as their primary responsibility the management of the Company and shall devote such of their time to the management of the Company as is the Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Company from time to time. (b) The Manager hereby agrees that neither the Manager nor any entity controlled by or under common control with the Manager shall raise or sponsor any new investment fund, company or vehicle whose investment policies, guidelines or plan targets as its primary investment category investment in United States dollar-denominated credit sensitive real estate-related securities reflecting primarily United States loans or assets; it being understood that no such fund, company or vehicle shall be prohibited from investing in credit sensitive real estate-related securities. The Company shall have the benefit of Manager's best judgement and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its judgement, will substantially adversely affect the performance of its obligations under this Agreement. (c) Except to the extent set forth in clause clauses (a) above or in the Conflicts of Interest Policyand (b) above, nothing herein shall prevent the Manager or any of its Affiliates 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 real estate or real estate estate-related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (cd) Managers, members, partners, officers, employees and agents of the Manager or Affiliates affiliates of the Manager may serve as trusteesdirectors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the their Governing Instruments of the Company or any such SubsidiaryInstruments, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees Directors pursuant to the Company’s 's Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Devotion of Time; Additional Activities. (a) The Manager will provide a management team, including a dedicated individual who shall serve as the chief executive officer and a dedicated chief financial officerofficer of the Company (the “Company Dedicated Executive”) (unless otherwise determined by the Board of Trustees), to provide the management services hereunder. The members of such team shall devote such of their time to the management of the Company as is reasonably necessary and appropriate. (b) Except to the extent set forth in clause (a) above or in the Conflicts of Interest Policyabove, 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (c) Managers, members, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Devotion of Time; Additional Activities. (a) The Manager will provide a dedicated management team, including a dedicated chief executive officer Chief Executive Officer and a dedicated chief financial officersuch other officers and employees as may be deemed necessary by the Manager, to provide the management services to be provided by the Manager to the Partnership hereunder. The , the members of such which team shall have as their responsibility the management of the Partnership and shall devote such of their time to the management of the Company Partnership as is the Manager or the Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Partnership from time to time. (b) The Manager hereby agrees that neither the Manager nor any entity controlled by or under common control with the Manager shall provide services to any company or other entity whose business, investment policies, guidelines or plan targets is substantially similar to that of the Partnership. The Partnership shall have the benefit of Manager’s best judgment and effort in rendering services and, in furtherance of the foregoing, (i) the Manager shall not undertake activities that, in its judgment, will substantially adversely affect the performance of its obligations under this Agreement and (ii) without the written consent of the Conflicts Committee, the Manager shall not undertake activities that are in competition with any line of business conducted by the Partnership. (c) Except to the extent set forth in clause (aSection 4(a) above or in the Conflicts of Interest Policy4(b) above, nothing herein shall prevent the Manager or any of its Affiliates 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (cd) Managers, membersStockholders, officers, employees and agents of the Manager or Affiliates affiliates of the Manager may serve as trusteesdirectors, officers, employees, agents, nominees or signatories for the Company Partnership or any Subsidiary, to the extent permitted by the their Governing Instruments of the Company or any such SubsidiaryInstruments, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees Directors pursuant to the CompanyGeneral Partner’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Devotion of Time; Additional Activities. (a) The Manager will provide the Company with a management team, including which may include a dedicated chief executive officer Chief Executive Officer, President, and a dedicated chief financial officerChief Financial Officer, and other support personnel, to provide the management services to be provided by the Manager to the Company hereunder. The , the members of such which team shall devote such of their time to the management of the Company as is the Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Company from time to time. (b) 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 REIT that invests primarily in domestic mortgage-backed securities without the prior approval of the Independent Directors of the Company; provided that for purposes of the foregoing limitation, a portfolio company of any private equity fund controlled by Cypress 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 clause clauses (a) above or in the Conflicts of Interest Policyand (b) above, nothing herein shall prevent the Manager or any of its Affiliates 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (cd) Managers, members, partners, officers, employees and agents of the Manager or Affiliates affiliates of the Manager may serve as trusteesdirectors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the their Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Devotion of Time; Additional Activities. (a) The Manager will provide a management team, including a dedicated individual who shall serve as the chief executive officer and a dedicated chief financial officerofficer of the Company (the “Company Dedicated Executive”) (unless otherwise determined by the Board of Trustees), to provide the management services hereunder. The members of such team shall devote such of their time to the management of the Company as is reasonably necessary and appropriate. (b) Except to the extent set forth in clause (a) above or in the Conflicts of Interest Policyabove, 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (c) Managers, members, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.. US-DOCS\107885844.6

Devotion of Time; Additional Activities. (a) The Manager will provide the Company with a management team, including which may include a dedicated chief executive officer Chief Executive Officer, President, and a dedicated chief financial officerChief Financial Officer, and other support personnel, to provide the management services to be provided by the Manager to the Company hereunder. The , the members of such which team shall devote such of their time to the management of the Company as is the Board of Directors reasonably deems necessary and appropriate, commensurate with the level of activity of the Company from time to time. (b) 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 REIT that invests primarily in domestic mortgage-backed securities without the prior approval of the Independent Directors of the Company; provided, however, that for purposes of the foregoing limitation, a portfolio company of any private equity fund controlled by Cypress 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 clause clauses (a) above or in the Conflicts of Interest Policyand (b) above, nothing herein shall prevent the Manager or any of its Affiliates 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 real estate or real estate related investment, including investments which meet the principal investment objectives of the Company. Subject to the Conflicts of Interest Policy, the Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Manager. The Manager shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Manager and/or any other person or entity on whose behalf the Manager may be engaged. When allocating investment opportunities among the persons or entities for which the Manager acts as manager, the Manager will comply with its Conflicts of Interest Policy as in effect from time to time. (cd) Managers, members, partners, officers, employees and agents of the Manager or Affiliates affiliates of the Manager may serve as trusteesdirectors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by the their Governing Instruments of the Company or any such Subsidiary, as from time to time amended, or by any resolutions duly adopted by the Board of Trustees Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.