Common use of Employment of Advisor Clause in Contracts

Employment of Advisor. The Board of Trustees is responsible for the general policies of the Trust and for such general supervision and management of the business of the Trust as may be necessary to insure that such business conforms to the provisions of this Declaration of Trust. However, the Board of Trustees and officers shall not be required personally to conduct all the business of the Trust and consistent with their ultimate responsibility as stated above, the Board of Trustees shall have the power to appoint, employ or contract with any Person (including one or more of the directors or officers or any corporation, partnership, or trust in which one or more of the Trustees or officers may be directors, officers, stockholders, partners or trustees) as the Board of Trustees may deem necessary or proper for the transaction of the business of the Trust. The Board of Trustees, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), shall initially employ Mortgage Trust Advisors, Inc. (herein referred to as the "Advisor") to (i) develop underwriting criteria and a model for the Trust's investment portfolio; (ii) acquire, retain or sell Mortgage Investments; (iii) seek out, present and recommend investment opportunities consistent with the Trust's investment policies and objectives, and negotiate on behalf of the Trust with respect to potential investments or the disposition thereof; (iv) pay the debts and fulfill the obligations of the Trust, and handle, prosecute and settle any claims of the Trust, including foreclosing and otherwise enforcing mortgages and other liens securing investments; (v) obtain for the Trust such services as may be required for mortgage brokerage and servicing and other activities relating to the investment portfolio of the Trust; (vi) evaluate, structure and negotiate prepayments or sales of Mortgage Investments; (vii) from time to time, or as requested by the Trustees, make reports to the Trust as to its performance of the foregoing services and (viii) to supervise other aspects of the business of the Trust. The Trust may grant or delegate such authority to the Advisor as the Board of Trustees may in its sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by the Board of Trustees, including, without limitation, the power to delegate to the Advisor the authority (i) to cause the Trust to enter into, or dispose of, investments not involving Affiliates of the Advisor, a Trustee, the Sponsor or Affiliates thereof unless expressly permitted by Article VI Section 1 and (ii) to defer any fees due to it under the Advisory Agreement, without the approval of the Board of Trustees. The Board of Trustees may, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), employ or contract with any other Person to serve as the Advisor, with the same rights, powers and limitations described herein in substitution of Mortgage Trust Advisors, Inc. The Board of Trustees (subject to the provisions of Sections 2, 3, 4, and 5 of this Article) shall have the power to determine the terms of any agreement with, and compensation of, the Advisor or any other person whom they may employ or with whom they may contract, provided, however, that any decision to employ or contract with any Trustee or any Person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees (including a majority of Independent Trustees) not otherwise interested in such transaction as being fair and reasonable to the Trust and on terms and conditions not less favorable to the Trust than those that could be obtained from independent third parties. The Trustees may exercise broad discretion in allowing the Advisor to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Board of Trustees, and to make executive decisions which conform to the general policies and general principles previously established by the Board of Trustees.

Employment of Advisor. The Board of Trustees is responsible for the general policies of the Trust and for such general supervision and management of the business of the Trust as may be necessary to insure that such business conforms to the provisions of this Declaration of Trust. However, the Board of Trustees and officers shall not be required personally to conduct all the business of the Trust and consistent with their ultimate responsibility as stated above, the Board of Trustees shall have the power to appoint, employ or contract with any Person (including one or more of the directors or officers or any corporation, partnership, or trust in which one or more of the Trustees or officers may be directors, officers, stockholders, partners or trustees) as the Board of Trustees may deem necessary or proper for the transaction of the business of the Trust. The Board of Trustees, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), shall initially employ Mortgage Trust Advisors, Inc. Related AMI (herein referred to as the "Advisor") to (i) develop underwriting criteria and a model for advise the Trust's investment portfolio; (ii) acquire, retain or sell Mortgage Investments; (iii) seek out, present and recommend investment opportunities consistent with the Trust's investment policies and objectives, and negotiate on behalf in respect of the Trust with respect to potential acquisition and disposition of investments or the disposition thereof; (iv) pay the debts and fulfill the obligations of by the Trust, and handle, prosecute and settle any claims of the Trust, including foreclosing and otherwise enforcing mortgages and other liens securing investments; (v) obtain for the Trust such services as may be required for mortgage brokerage and servicing and other activities relating to the investment portfolio of the Trust; (vi) evaluate, structure and negotiate prepayments or sales of Mortgage Investments; (vii) from time to time, or as requested by the Trustees, make reports to the Trust as to its performance of the foregoing services and (viii) to supervise other aspects of the business of the Trust. The , and the Trust may grant or delegate such authority to the Advisor as the Board of Trustees may in its sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by the Board of Trustees, including, without limitation, the power to delegate to the Advisor the authority (i) to cause the Trust to enter into, or dispose of, investments (not involving Affiliates of the Advisor, a Trustee, the Sponsor or Affiliates thereof unless expressly permitted by Article VI VII, Section 1 7.1) and (ii) to defer any fees due to it under the Advisory Agreement, without the approval of the Board of Trustees. The Board of Trustees may, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), employ employ, or contract with any other Person to serve as the Advisor, with the same rights, powers and limitations described herein in substitution of Mortgage Trust Advisors, Inc. Related AMI. The Board of Trustees (subject to the provisions of Sections 26.2, 36.3, 46.4, and 5 6.5 of this Article) shall have the power to determine the terms of any agreement with, and compensation of, the Advisor or any other person Person whom they may employ or with whom they may contract, ; provided, however, that any decision to employ or contract with any Trustee or any Person of which a Trustee is an Affiliate, shall be valid only if made, approved approved, or ratified by a majority of the Trustees (including a majority of Independent Trustees) not otherwise interested in such transaction as being fair and reasonable to the Trust and on terms and conditions not less favorable to the Trust than those that could be obtained available from independent unaffiliated third parties. The Board of Trustees may exercise broad discretion in allowing the Advisor to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Board of Trustees, and to make executive decisions which conform to the general policies and general principles previously established by the Board of Trustees.

Employment of Advisor. The Board of Trustees is responsible for the general policies of the Trust and for such general supervision and management of the business of the Trust as may be necessary to insure that such business conforms to the provisions of this Declaration of Trust. However, the Board of Trustees and officers shall not be required personally to conduct all the business of the Trust and consistent with their ultimate responsibility as stated above, the Board of Trustees shall have the power to appoint, employ or contract with any Person (including one or more of the directors or officers or any corporation, partnership, or trust in which one or more of the Trustees Trustees, other than the Independent Trustees, or officers may be directors, officers, stockholders, partners or trustees) as the Board of Trustees may deem necessary or proper for the transaction of the business of the Trust. The Board of Trustees, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), shall initially employ Mortgage Trust Advisors, Inc. (herein referred to as the "Advisor") to (i) develop underwriting criteria and a model for the Trust's investment portfolio; (ii) acquire, retain or sell Mortgage Investments; (iii) seek out, present and recommend investment opportunities consistent with the Trust's investment policies and objectives, and negotiate on behalf of the Trust with respect to potential investments or the disposition thereof; (iv) pay the debts and fulfill the obligations of the Trust, and handle, prosecute and settle any claims of the Trust, including foreclosing and otherwise enforcing mortgages and other liens securing investments; (v) obtain for the Trust such services as may be required for mortgage brokerage and servicing and other activities relating to the investment portfolio of the Trust; (vi) evaluate, structure and negotiate prepayments or sales of Mortgage Investments; (vii) from time to time, or as requested by the Trustees, make reports to the Trust as to its performance of the foregoing services and (viii) to supervise other aspects of the business of the Trust. The Trust may grant or delegate such authority to the Advisor as the Board of Trustees may in its sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by the Board of Trustees, including, without limitation, the power to delegate to the Advisor the authority (i) to cause the Trust to enter into, or dispose of, investments not involving Affiliates of the Advisor, a Trustee, the Sponsor or Affiliates thereof unless expressly permitted by Article VI Section 1 and (ii) to defer any fees due to it under the Advisory Agreement, without the approval of the Board of Trustees. The Board of Trustees may, upon approval by a majority of the Trustees (including a majority of the Independent Trustees), employ or contract with any other Person to serve as the Advisor, with the same rights, powers and limitations described herein in substitution of Mortgage Trust Advisors, Inc. The Board of Trustees (subject to the provisions of Sections 2, 3, 4, and 5 of this Article) shall have the power to determine the terms of any agreement with, and compensation of, the Advisor or any other person whom they may employ or with whom they may contract, provided, however, that any decision to employ or contract with any Trustee or any Person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees (including a majority of Independent Trustees) not otherwise interested in such transaction as being fair and reasonable to the Trust and on terms and conditions not less favorable to the Trust than those that could be obtained from independent third parties. The Trustees may exercise broad discretion in allowing the Advisor to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Board of Trustees, and to make executive decisions which conform to the general policies and general principles previously established by the Board of Trustees.