Common use of Other Activities of the Advisor Clause in Contracts

Other Activities of the Advisor. The services of the Advisor to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor or any of their respective Affiliates (collectively, “Advisor Persons”) or any person or entity who was an Associate of an Advisor Person during the one-year period preceding such proposed solicitation or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or any person or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceable.

Other Activities of the Advisor. The services Except as provided in the last sentence of the Advisor to the Fund are not exclusivethis Section 3.1, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1i) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of prevent the Advisor, any Sub-Advisor or any of their respective Affiliates Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other person or entity, including, without limitation, investing in, or rendering advisory service to others investing in, any type of Investments or other real estate investments (collectivelyincluding, “Advisor Persons”) 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 who was an Associate are similar to those of an Advisor Person during the one-year period preceding such proposed solicitation or employmentCompany, or (bii) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere bind or attempt to interfere withrestrict the Advisor, any Sub-Advisor or any of their respective Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor, the relationship between an Sub-Advisor Person or any of their respective Affiliates, officers, directors or employees may be acting. The Company acknowledges that the Advisor will base allocation decisions on the procedures the Advisor reasonably and in good faith considers fair and equitable, including, without limitation, such considerations as investment objectives, restrictions and time horizon, availability of cash and the amount of existing holdings. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Advisor, any Sub-Advisor, any Affiliate of the Advisor or any Sub-Advisor to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any Associate other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Advisor, any Sub-Advisor, any Affiliate of such the Advisor Person or any person Sub-Advisor to any investment company, fund or entity who was an Associate advisory account other than any fund or advisory account which contains only funds invested by the Advisor (and not of such Advisor Person during any of its clients or customers) or its officers and directors. Notwithstanding anything to the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of contrary in this Section 6 held invalid3.1, illegal or unenforceable only in part or degree because for so long as the Advisor is the exclusive advisor of the duration or geographic scope thereof Company (unless the Advisor is not the exclusive advisor of the Company because the Company has engaged a Sub-Advisor) pursuant to this Agreement, neither the Advisor nor any of its Affiliates shall remain sponsor any other mortgage REIT that invests primarily in full force to mortgages for the extent not held invalidacquisition of, illegal or unenforceabledevelopment of and construction on real estate in the Las Vegas, Nevada area other than Desert Capital REIT, Inc., unless otherwise approved by a majority of the Independent Directors.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, trustees or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person or render entity, whether or not the investment objectives or policies of any such other Person are similar or different services to others those of the Trust, including, without limitation, the direct or indirect sponsorship or management sponsoring, closing, advising and/or managing of other investment based accounts or commingled pools of capitalany Other Starwood Accounts, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Advisor’s (and/or its Affiliates, officers, directors or employees) benefit. While information and recommendations supplied to the Trust shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Trust, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other Starwood Accounts and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Trust acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Advisor and its Affiliates sponsor, advise and/or manage Other Starwood Accounts and may in the future sponsor, advise and/or manage additional Other Starwood Accounts and (ii) with respect to Other Starwood Accounts with investment objectives or guidelines that overlap with the Trust’s, the Advisor and its Affiliates will allocate investment opportunities between the Trust and such Other Starwood Accounts in accordance with Xxxxxxxx’s prevailing policies and procedures on a basis that the Advisor and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Investment Guidelines may be shared with or allocated to one or more Other Starwood Accounts (in lieu of the Trust) in accordance with Xxxxxxxx’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Trust and the Board acknowledge and agree that (i) as part of Xxxxxxxx’s regular businesses, personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Starwood Accounts), and that conflicts may arise with respect to the allocation of personnel between the Trust and one or more Other Starwood Accounts and/or the Advisor and such other Affiliates, (ii) unless prohibited by the Declaration of Trust, Other Starwood Accounts may invest, from time to time, in investments in which the Trust also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Starwood Account in a mezzanine debt interest with respect to the same issuer to whom the Trust has made a mortgage loan)) and while Starwood will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Starwood Accounts generally (as described in the PPM), such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Declaration of Trust or the Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Trust’s favor, (iii) the Trust will from time to time pay fees to the Advisor and its Affiliates, including portfolio entities of Other Starwood Accounts, for providing various services described in the PPM (collectively, “Services”), which fees will be in addition to the compensation paid to the Advisor pursuant to Section 10 hereof, (iv) the Advisor and its Affiliates, the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Starwood Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Trust will not receive the benefit of any managersuch fees, and (v) the terms and conditions of the governing agreements of such Other Starwood Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Starwood Accounts) are materially different from the terms and conditions applicable to the Trust and the Shareholders, and neither the Trust nor the Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Starwood Accounts as a result of an investment in the Trust or otherwise. The Advisor shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Trust’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Starwood, any Other Starwood Account or any of their Affiliates unless such transaction is approved by a majority of the Trustees, including a majority of the Independent Trustees, not otherwise interested in such transaction as being fair and reasonable to the Trust. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Starwood Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Trustees or any committee thereof (unless otherwise required by the Declaration of Trust or the Investment Guidelines). (e) For the avoidance of doubt, it is understood that neither the Trust nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, member (employee, or shareholder of the Advisor or its Affiliates, including its members and the owners of its members)any person who is also a Trustee, officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor or any of their respective Affiliates (collectively, “Advisor Persons”) or any person or entity who was an Associate of an Advisor Person during the one-year period preceding such proposed solicitation or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or any person or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableTrust.

Other Activities of the Advisor. The services Except as provided in the last sentence of the Advisor to the Fund are not exclusivethis Section 3.1, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1i) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of prevent the Advisor, any Sub-Advisor or any of their respective Affiliates Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other person or entity, including, without limitation, investing in, or rendering advisory service to others investing in, any type of Mortgage Assets or other real estate investments (collectivelyincluding, “Advisor Persons”) 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 who was an Associate are similar to those of an Advisor Person during the one-year period preceding such proposed solicitation or employmentCompany, or (bii) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere bind or attempt to interfere withrestrict the Advisor, any Sub-Advisor or any of their respective Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor, the relationship between an Sub-Advisor Person or any of their respective Affiliates, officers, directors or employees may be acting. The Company acknowledges that the Advisor will base allocation decisions on the procedures the Advisor reasonably and in good faith considers fair and equitable, including, without limitation, such considerations as investment objectives, restrictions and time horizon, availability of cash and the amount of existing holdings. While information and recommendations supplied to the Company shall, in the Advisor's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Advisor, any Sub-Advisor, any Affiliate of the Advisor or any Sub-Advisor to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any Associate other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Advisor, any Sub-Advisor, any Affiliate of such the Advisor Person or any person Sub-Advisor to any investment company, fund or entity who was an Associate advisory account other than any fund or advisory account which contains only funds invested by the Advisor (and not of such Advisor Person during any of its clients or customers) or its officers and directors. Notwithstanding anything to the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of contrary in this Section 6 held invalid3.1, illegal or unenforceable only in part or degree because for so long as the Advisor is the exclusive advisor of the duration or geographic scope thereof Company (unless the Advisor is not the exclusive advisor of the Company because the Company has engaged a Sub-Advisor) pursuant to this Agreement, the Advisor shall remain not sponsor any other residential mortgage REIT that invests primarily in full force to mortgages for the extent not held invalidacquisition of, illegal or unenforceabledevelopment of and construction on real estate in the Las Vegas, Nevada area unless otherwise approved by a majority of the Unaffiliated Directors.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person or render entity, whether or not the investment objectives or policies of any such other Person or entity are similar or different services to others those of the Company, including, without limitation, the direct sponsoring, closing or indirect sponsorship or management managing of other investment based accounts or commingled pools of capitalany Other THRE Accounts, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right of Advisor or any manager, partner, member (including its members and the owners of its members)Affiliates, officer officers, directors or employee employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to engage others (including, for greater certainty, the Other THRE Accounts and their investors, as described more fully in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. Section 8(b)). (b) The Advisor assumes no responsibility under this Agreement other than and the Company acknowledge and agree that, notwithstanding anything to render the services called for hereunder. It is understood that trusteescontrary contained herein, officers, employees and shareholders (i) Affiliates of the Fund are Advisor sponsor, advise and manage Other THRE Accounts and may in the future sponsor, advise and manage additional Other THRE Accounts (including International Affiliated Funds), and (ii) with respect to Other THRE Accounts with investment objectives or may become interested in guidelines that overlap with the Company’s but that do not have priority over the Company, the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, Affiliates will allocate investment opportunities between the Company and such Other THRE Accounts in accordance with Nuveen’s prevailing policies and procedures on a basis that the Advisor and directorsits Affiliates determine to be reasonable in their sole discretion, officersand there may be circumstances where investments that are consistent with the Company’s Investment Guidelines may be shared with or allocated to one or more Other THRE Accounts (in lieu of the Company) in accordance with Nuveen’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, employeesthe Company and the Board acknowledge and agree that (i) as part of Nuveen’s regular businesses, partners, shareholders, members officers and managers personnel of the Advisor and its affiliates are Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other THRE Accounts), and that conflicts may become similarly interested arise with respect to the allocation of personnel between the Company and one or more Other THRE Accounts or the Advisor and such other Affiliates, (ii) unless prohibited by the Charter, Other THRE Accounts may, from time to time, invest in investments in which the Company has an interest or in other transactions with companies or individuals that may be counterparties of the Company’s, and while Nuveen will seek to resolve any conflicts related thereto in a fair and reasonable manner in accordance with its prevailing policies and procedures, there can be no assurance that any conflicts will be resolved in the Fund Company’s favor, (iii) the Advisor’s Affiliates may from time to time receive fees related to investments in which the Company has an interest or from companies or individuals that may be counterparties of the Company’s, and while such fees may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other THRE Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other THRE Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other THRE Accounts as shareholders a result of an investment in the Company or otherwise. During The Advisor shall keep the term Board reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of this Agreement any investment to or (ii) the acquisition of any investment from Nuveen, any Other THRE Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and for a period of one (1) year following any termination or nonrenewal of this Agreement reasonable to the Company. In addition, for any reasonsuch acquisition by the Company, the Fund shall notCompany’s purchase price will be limited to the cost of the property to the Affiliate, directly including acquisition-related expenses, or indirectly on behalf if substantial justification exists, the current appraised value of itself the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other THRE Accounts, or any other person or entity: (a) solicit the employment of or employ any partnerswith Nuveen, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor one or more Directors, or any of their respective Affiliates Affiliates, only if a majority of the Directors (collectivelyincluding a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, “or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor Persons”will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other THRE Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any person committee thereof (unless otherwise required by the Charter or entity who was an Associate the Investment Guidelines). (e) For the avoidance of an doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor Person during the one-year period preceding such proposed solicitation or employmentto any director, officer, member, partner, employee, or (b) inducestockholder of the Advisor or its Affiliates, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or including any person who is also a director or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because officer employee of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person, whether or render not the investment objectives or policies of any such other Person are similar or different services to others those of the Company, including, without limitation, the direct or indirect sponsorship or management sponsoring, closing and/or managing of other investment based accounts or commingled pools of capitalany Other Birgo Accounts, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right of Advisor or any manager, partner, member (including its members and the owners of its members)Affiliates, officer officers, directors or employee employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to engage others (including, for greater certainty, the Other Birgo Accounts and their investors, as described more fully in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. Section 8(b)). (b) The Advisor assumes no responsibility under this Agreement other than and the Company acknowledge and agree that, notwithstanding anything to render the services called for hereunder. It is understood that trusteescontrary contained herein, officers, employees and shareholders (i) Affiliates of the Fund are Advisor sponsor, advise and/or manage Other Birgo Accounts and may in the future sponsor, advise and/or manage additional Other Birgo Accounts, (ii) with respect to Other Birgo Accounts with investment objectives or may become interested in guidelines that overlap with the Company’s but that do not have priority over the Company, the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Birgo Accounts in accordance with Birgo’s prevailing policies and procedures on a basis that the Advisor and directorsits Affiliates determine to be reasonable in their sole discretion, officersand there may be circumstances where investments that are consistent with the Company’s investment strategy may be shared with or allocated to one or more Other Birgo Accounts (in lieu of the Company) in accordance with Birgo’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, employeesthe Company the Manager acknowledges and agrees that (i) as part of Birgo’s regular businesses, partners, shareholders, members and managers personnel of the Advisor and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Birgo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Birgo Accounts and/or the Advisor and such other Affiliates, (ii) unless prohibited by the LLC Agreement, Other Birgo Accounts may invest, from time to time, in properties or other assets in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Birgo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Birgo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally, such transactions are not required to be presented to the Manager or may become similarly interested any committee thereof for approval (unless otherwise required by the Governing Documents), and there can be no assurance that any conflicts will be resolved in the Fund Company’s favor, (iii) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including fees related to administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as shareholders well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, including with respect to Other Birgo Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other Birgo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Birgo Accounts) are materially different from the terms and conditions applicable to the Company, and the Company shall not shall have the right to receive the benefit of any such different terms applicable to investors in such Other Birgo Accounts as a result of an investment in the Company or otherwise. During The Advisor shall keep the term Manager reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of this Agreement and for a period any investment to or (ii) the acquisition of one (1) year following any termination investment from Birgo, any Other Birgo Account or nonrenewal any of this Agreement their Affiliates unless such transaction is approved by the Manager,. In addition, for any reasonsuch acquisition by the Company, the Fund shall notCompany’s purchase price will be limited to the cost of the property to the Affiliate, directly including acquisition-related expenses, or indirectly on behalf if substantial justification exists, the current appraised value of itself the property as determined by an Independent Appraiser. In addition, the Company may enter into joint ventures with Other Birgo Accounts, or any other person or entity: (a) solicit the employment of or employ any partnerswith Birgo, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor the Manager, or any of their respective Affiliates Affiliates. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally. (collectivelye) For the avoidance of doubt, “Advisor Persons”) it is understood that neither the Company nor the Manager has the authority to determine the salary, bonus or any person or entity who was an Associate of an other compensation paid by the Advisor Person during the one-year period preceding such proposed solicitation or employmentto any director, officer, member, partner, employee, or (b) inducestockholder of the Advisor or its Affiliates, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or including any person who is also a director or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because officer employee of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person or render entity, whether or not the investment objectives or policies of any such other Person or entity are similar or different services to others those of the Company, including, without limitation, the direct or indirect sponsorship or management sponsoring, closing and/or managing of other investment based accounts or commingled pools of capitalany Other Xxxxx & Steers Accounts, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right of Advisor or any manager, partner, member (including its members and the owners of its members)Affiliates, officer officers, directors or employee employees from buying, selling or trading any securities, commodities or other property for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to engage others (including, for greater certainty, the Other Xxxxx & Steers Accounts and their investors, as described more fully in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. Section 8(b)). (b) The Advisor assumes no responsibility under this Agreement other than and the Company acknowledge and agree that, notwithstanding anything to render the services called for hereunder. It contrary contained herein, (i) the Advisor is understood that trustees, officers, employees the investment advisor to Other Xxxxx & Steers Accounts and shareholders may in the future become the investment advisor to additional Other Xxxxx & Steers Accounts and (ii) to the extent an investment is determined by the Advisor to satisfy both the investment objectives of the Fund are or may become interested Company and Other Xxxxx & Steers Accounts, such investment will generally be allocated in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of accordance with the Advisor’s existing policies and procedures. (c) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Xxxxx & Steers, any Sub-Advisor Other Xxxxx & Steers Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company’s purchase price will be limited to either (collectivelyi) the cost of the property to the Affiliate, “Advisor Persons”including acquisition-related expenses or (ii) the current appraised value of the property, as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures alongside Other Xxxxx & Steers Accounts, or with Xxxxx & Steers, the Advisor, any member of Xxxxx & Steers, one or more Directors, or any person or entity who was an Associate of an Advisor Person during their respective Affiliates, only if a majority of the one-year period preceding such proposed solicitation or employmentDirectors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Xxxxx & Steers Accounts generally, but only those transactions set forth in this Section 8(c) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (bunless otherwise required by the Charter or the Investment Guidelines). (d) induceFor the avoidance of doubt, persuade it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or attempt any other compensation paid by the Advisor to induce or persuade the discontinuation ofany director, officer, member, partner, employee, or in any way interfere stockholder of the Advisor or attempt to interfere withits Affiliates, the relationship between an Advisor Person and any Associate of such Advisor Person or including any person who is also a director or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because officer employee of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person, whether or render not the investment objectives or policies of any such other Person are similar or different services to others those of the Company, including, without limitation, the direct or indirect sponsorship or management sponsoring, closing and/or managing of other investment based accounts or commingled pools of capitalany Other Birgo Accounts, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right of Advisor or any manager, partner, member (including its members and the owners of its members)Affiliates, officer officers, directors or employee employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the Advisor’s (and/or its Affiliates’) benefit. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, the Company acknowledges that such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to engage others (including, for greater certainty, the Other Birgo Accounts and their investors, as described more fully in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. Section 8(b)). (b) The Advisor assumes no responsibility under this Agreement other than and the Company acknowledge and agree that, notwithstanding anything to render the services called for hereunder. It is understood that trusteescontrary contained herein, officers, employees and shareholders (i) Affiliates of the Fund are Advisor sponsor, advise and/or manage Other Birgo Accounts and may in the future sponsor, advise and/or manage additional Other Birgo Accounts, (ii) with respect to Other Birgo Accounts with investment objectives or may become interested in guidelines that overlap with the Company’s but that do not have priority over the Company, the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, Affiliates will allocate investment opportunities between the Company and such Other Birgo Accounts in accordance with Birgo’s prevailing policies and procedures on a basis that the Advisor and directorsits Affiliates determine to be reasonable in their sole discretion, officersand there may be circumstances where investments that are consistent with the Company’s investment strategy may be shared with or allocated to one or more Other Birgo Accounts (in lieu of the Company) in accordance with Birgo’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, employeesthe Company the Manager acknowledges and agrees that (i) as part of Birgo’s regular businesses, partners, shareholders, members and managers personnel of the Advisor and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Birgo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Birgo Accounts and/or the Advisor and such other Affiliates, (ii) unless prohibited by the LLC Agreement, Other Birgo Accounts may invest, from time to time, in properties or other assets in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Birgo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Birgo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally, such transactions are not required to be presented to the Manager or may become similarly interested any committee thereof for approval (unless otherwise required by the Governing Documents), and there can be no assurance that any conflicts will be resolved in the Fund Company’s favor, (iii) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including fees related to administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as shareholders well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters, including with respect to Other Birgo Accounts and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any such fees, and (iv) the terms and conditions of the governing agreements of such Other Birgo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Birgo Accounts) are materially different from the terms and conditions applicable to the Company, and the Company shall not shall have the right to receive the benefit of any such different terms applicable to investors in such Other Birgo Accounts as a result of an investment in the Company or otherwise. During The Advisor shall keep the term Manager reasonably informed on a periodic basis in connection with the foregoing. (d) The Advisor is not permitted to consummate on the Company’s behalf any transaction that involves (i) the sale of this Agreement and for a period any investment to or (ii) the acquisition of one (1) year following any termination investment from Birgo, any Other Birgo Account or nonrenewal any of this Agreement their Affiliates unless such transaction is approved by the Manager,. In addition, for any reasonsuch acquisition by the Company, the Fund shall notCompany’s purchase price will be limited to the cost of the property to the Affiliate, directly including acquisition-related expenses, or indirectly on behalf if substantial justification exists, the current appraised value of itself the property as determined by an Independent Appraiser. In addition, the Company may enter into joint ventures with Other Birgo Accounts, or any other person or entity: (a) solicit the employment of or employ any partnerswith Birgo, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor the Manager, or any of their respective Affiliates Affiliates. The Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Birgo Accounts generally. (collectivelye) For the avoidance of doubt, “Advisor Persons”) it is understood that neither the Company nor the Manager has the authority to determine the salary, bonus or any person or entity who was an Associate of an other compensation paid by the Advisor Person during the one-year period preceding such proposed solicitation or employmentto any director, officer, member, partner, employee, or (b) induceUnitholder of the Advisor or its Affiliates, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or including any person who is also a director or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because officer employee of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person, whether or render not the investment objectives or policies of any such other Person are similar or different services to others those of the Company, including, without limitation, the direct managing of any Other Ashford Accounts or indirect the sponsorship or management of other investment based accounts or commingled pools of capitalprograms, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right of Advisor or any manager, partner, member (including its members and the owners of its membersAffiliates or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Advisor (and/or its Affiliates or employees). While information and recommendations supplied to the Company shall, officer in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or employee any Affiliate of the Advisor to engage others (including, for greater certainty, the Other Ashford Accounts and their investors, as described more fully in any Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Advisor advise and/or manage Other Ashford Accounts and may in the future sponsor, advise and manage additional Other Ashford Accounts and sponsor other business or programs, (ii) this overlap will from time to devote his or her time create conflicts of interest and attention (iii) in part certain circumstances investment opportunities suitable for the Company will not be presented to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewiththe Company. The Advisor assumes no responsibility under this Agreement other than shall share information reasonably requested so that the Board can confirm that the allocation of investment opportunities among the Company and Other Ashford Accounts is consistent with the method described in the private placement memorandum and applied fairly to render the Company. (c) In connection with the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in Advisor hereunder, the Advisor Company and its affiliatesthe Board acknowledge and agree that (i) as part of Axxxxxx’x regular businesses, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers personnel of the Advisor and its affiliates Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Ashford Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company on the one hand and one or more Other Ashford Accounts and/or the Advisor and such other Affiliates on the other hand, (ii) unless prohibited by the Charter, Other Ashford Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer’s capital structure (e.g., an investment by an Other Ashford Account in a debt or mezzanine interest with respect to the same entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while the Advisor and its Affiliates will seek to resolve any such conflicts in a fair and reasonable manner (subject to any priorities of Other Ashford Accounts) in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Ashford Accounts generally, such transactions are not required to be presented to the Board or may become similarly interested any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Fund Company’s favor, (iii) the Company will from time to time pay fees to Affiliates of the Advisor for providing various services described in the private placement memorandum, which fees will be in addition to the compensation paid to the Advisor pursuant to Section 10 hereof, and (iv) the terms and conditions of the governing agreements of such Other Ashford Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Ashford Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and neither the Company nor the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Ashford Accounts as shareholders a result of an investment in the Company or otherwise. During the term of this Agreement and for a period of one . (1d) year following any termination or nonrenewal of this Agreement for any reasonSubject to Section 13 herein, the Fund shall not, directly or indirectly Advisor is not permitted to consummate on the Company’s behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisortransaction that involves Axxxxxx, any Sub-Advisor Other Ashford Account or any of their respective Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors. (collectivelye) For the avoidance of doubt, “Advisor Persons”) it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any person other compensation paid by the Advisor to any director, officer, member, partner, employee or entity who was an Associate stockholder of an the Advisor Person during the one-year period preceding such proposed solicitation or employmentits Affiliates, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or including any person who is also a director or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because officer employee of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.

Other Activities of the Advisor. The services Except as provided in the last sentence of the Advisor to the Fund are not exclusivethis Section 3.1, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1i) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of prevent the Advisor, any Sub-Advisor or any of their respective Affiliates Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other person or entity, including, without limitation, investing in, or rendering advisory service to others investing in, any type of Mortgage Assets or other real estate investments (collectivelyincluding, “Advisor Persons”) 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 who was an Associate are similar to those of an Advisor Person during the one-year period preceding such proposed solicitation or employmentCompany, or (bii) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere bind or attempt to interfere withrestrict the Advisor, any Sub-Advisor or any of their respective Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor, the relationship between an Sub-Advisor Person or any of their respective Affiliates, officers, directors or employees may be acting. The Company acknowledges that the Advisor will base allocation decisions on the procedures the Advisor reasonably and in good faith considers fair and equitable, including, without limitation, such considerations as investment objectives, restrictions and time horizon, availability of cash and the amount of existing holdings. While information and recommendations supplied to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Advisor, any Sub-Advisor, any Affiliate of the Advisor or any Sub-Advisor to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any Associate other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Advisor, any Sub-Advisor, any Affiliate of such the Advisor Person or any person Sub-Advisor to any investment company, fund or entity who was an Associate advisory account other than any fund or advisory account which contains only funds invested by the Advisor (and not of such Advisor Person during any of its clients or customers) or its officers and directors. Notwithstanding anything to the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of contrary in this Section 6 held invalid3.1, illegal or unenforceable only in part or degree because for so long as the Advisor is the exclusive advisor of the duration or geographic scope thereof Company (unless the Advisor is not the exclusive advisor of the Company because the Company has engaged a Sub-Advisor) pursuant to this Agreement, neither the Advisor nor any of its Affiliates shall remain sponsor any other residential mortgage REIT that invests primarily in full force to mortgages for the extent not held invalidacquisition of, illegal or unenforceabledevelopment of and construction on real estate in the Las Vegas, Nevada area unless otherwise approved by a majority of the Unaffiliated Directors.

Other Activities of the Advisor. The services of the Advisor to the Fund Advisee are not exclusive, and the Advisor mayand, subject to other agreements to which it or its Affiliates the Code of Business Conduct and Ethics of the Advisee, including the conflicts of interest policy included therein, the Advisor may be party, engage in any other business or render the same, similar or different services to others including, without limitation, businesses that may directly or indirectly compete with the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the FundAdvisee, so long as its services to the Fund Advisee hereunder are not impaired thereby, and, subject to the Code of Business Conduct and Ethics of the Advisee, including the conflicts of interest policy included therein, nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners of its members), officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewiththerewith (including fees for serving as a director of, or providing consulting services to, one or more of the Advisee’s portfolio companies, subject to applicable law); provided, however, that the Advisor shall notify the Advisee prior to being engaged to serve as an advisor to a fund or another company that has a similar investment strategy to the Advisee’s investment strategy. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trusteesdirectors, officers, employees and shareholders members of the Fund Advisee are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and its directors, officers, employees, partners, shareholdersstockholders, members and managers of managers, and the Advisor and its Advisor’s affiliates are or may become similarly interested in the Fund Advisee and/or its subsidiaries as shareholders members or otherwise. During the term of this Agreement and for a period of one (1) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor or any of their respective Affiliates (collectively, “Advisor Persons”) or any person or entity who was an Associate of an Advisor Person during the one-year period preceding such proposed solicitation or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or any person or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceable.

Other Activities of the Advisor. The (a) Nothing in this Agreement shall (i) prevent the Advisor or any of its Affiliates, officers, directors or employees from engaging in other businesses or from rendering services of the Advisor any kind to the Fund are not exclusive, and the Advisor may, subject to other agreements to which it or its Affiliates may be party, engage in any other business Person or render entity, whether or not the investment objectives or policies of any such other Person are similar or different services to others those of the Company, including, without limitation, the direct or indirect sponsorship or management sponsoring, closing, advising and/or managing of other investment based accounts or commingled pools of capitalany Other Investment Programs, however structured, having investment objectives similar to those of the Fund, so long as its services to the Fund hereunder are not impaired thereby, and nothing (ii) in this Agreement shall limit any way bind or restrict the right Advisor or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Advisor or any of its Affiliates, officers, directors or employees may be acting, or (iii) prevent the Advisor or any of its Affiliates, officers, directors or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Advisor's (and/or its Affiliates, officers, directors or employees) benefit. While information and recommendations supplied to the Company shall, in the Advisor's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Advisor or any Affiliate of the Advisor to others (including, for greater certainty, the Other Investment Programs and their investors, as described more fully in Section 8(b)). (b) The Advisor and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) the Advisor and its Affiliates sponsor, advise and/or manage Other Investment Programs and may in the future sponsor, advise and/or manage additional Other Investment Programs and (ii) with respect to Other Investment Programs with investment objectives or guidelines that overlap with the Company's, the Advisor and its Affiliates will allocate investment opportunities between the Company and such Other Investment Programs in accordance with the Advisor's prevailing policies and procedures on a basis that the Advisor and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Investment Guidelines may be shared with or allocated to one or more Other Investment Programs (in lieu of the Company) in accordance with the Advisor’s prevailing policies and procedures. (c) In connection with the services of the Advisor hereunder, the Company and the Board acknowledge and agree that (i) as part of the Advisor’s regular businesses, personnel of the Advisor and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Investment Programs), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Investment Programs and/or the Advisor and such other Affiliates, (ii) unless prohibited by the Charter, Other Investment Programs may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer's capital structure (e.g., an investment by an Other Investment Program in a mezzanine debt interest with respect to the same issuer to whom the Company has made a mortgage loan)) and while the Advisor will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Investment Programs generally (as described in the Private Placement Memorandum), such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or the Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company's favor, (iii) the Company will from time to time pay fees to the Advisor and its Affiliates, including portfolio entities of Other Investment Programs, for providing various services described in the Private Placement Memorandum (collectively, "Services"), which fees will be in addition to the compensation paid to the Advisor pursuant to Section 10 hereof, (iv) the Advisor and its Affiliates may from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Investment Programs and related portfolio entities, and while such fees may give rise to conflicts of interest, the Company will not receive the benefit of any managersuch fees, and (v) the terms and conditions of the governing agreements of such Other Investment Programs (including with respect to the economic, reporting, and other rights afforded to investors in such Other Investment Programs) are materially different from the terms and conditions applicable to the Company and the Shareholders, and neither the Company nor the Shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Investment Programs as a result of an investment in the Company or otherwise. The Advisor shall keep the Board reasonably informed on a periodic basis in connection with the foregoing. For the avoidance of doubt, the Company may enter into joint ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such joint ventures or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor may earn fees for rendering such advice and service. (d) The Advisor is not permitted to consummate on the Company's behalf any transaction that does not comply with the Company’s Related Party Transaction Policy, as may be amended from time to time by the Board. In addition, the Advisor will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Investment Programs generally. (e) For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any director, officer, member, partner, member (employee, or shareholder of the Advisor or its Affiliates, including its members and the owners of its members)any person who is also a Director, officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Advisor and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Advisor and directors, officers, employees, partners, shareholders, members and managers of the Advisor and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise. During the term of this Agreement and for a period of one (1) year following any termination or nonrenewal of this Agreement for any reason, the Fund shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, shareholders, directors, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Advisor, any Sub-Advisor or any of their respective Affiliates (collectively, “Advisor Persons”) or any person or entity who was an Associate of an Advisor Person during the one-year period preceding such proposed solicitation or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Advisor Person and any Associate of such Advisor Person or any person or entity who was an Associate of such Advisor Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceableCompany.