Common use of Other Activities of the Manager Clause in Contracts

Other Activities of the Manager. The services of the Manager to the Company are not exclusive, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may 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 us, so long as its services to the Company hereunder are not impaired thereby, and, subject to any agreement with a Sub-Manager, including the Exclusivity Agreement, and the Code of Business Conduct and Ethics of the Company, 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 Manager 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 (including fees for serving as a director of, or providing consulting services to, one or more of the middle market companies the Company may own or control, subject to applicable law); provided, however, that the Manager shall notify the Company prior to being engaged to serve as a manager to a fund or another company that has a similar business strategy to the Company’s business strategy. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and members of the Company are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, members, managers or otherwise, and that the Manager and its directors, officers, employees, partners, stockholders, members and managers, and the Manager’s affiliates are or may become similarly interested in the Company and/or its subsidiaries as members or otherwise.

Other Activities of the Manager. The services of the Manager to the Company are not exclusive, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may engage in any other business or render the same, similar or different services to others others, including, without limitation, businesses that may directly the direct or indirectly compete with usindirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured so long as its services to the Company hereunder are not impaired thereby, and, subject ; provided that it may not engage in any such business or provide such services to any agreement with other entity that invests in the asset classes in which the Company intends to invest so long as either the Company has on hand an average of $25 million in capital available for investment over the previous two fiscal quarters or the Ajax Independent Directors determine that the Company has the ability to raise capital at or above the most recent book value per share of Ajax Common Stock; provided, however, that the Manager may invest on behalf of others in a Sub-Manager, including particular investment or the Exclusivity Agreement, and the Code of Business Conduct and Ethics same or similar asset classes if a majority of the CompanyAjax Independent Directors (i) determine, including after reviewing a particular investment or asset class, that the conflicts of interest policy included thereinCompany should not make such investments; or (ii) authorize the Manager to make such specific investment. Notwithstanding the foregoing, 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 Manager 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 (including fees for serving as a director of, therewith; provided that each such person shall not engage in any such business or providing consulting services to, one devote his or more of her time and attention to any other entity that invests in the middle market companies asset classes in which the Company intends to invest so long as either the Company has on hand an average of $25 million in capital available for investment over the previous two fiscal quarters other than any transactions that may own be in existence on the date hereof or control, subject to applicable law); provided, however, the Ajax Independent Directors determine that the Manager shall notify Company has the Company prior ability to being engaged to serve as a manager to a fund raise capital at or another company that has a similar business strategy to above the Company’s business strategy. The Manager assumes no responsibility under this Agreement other than to render the services called for hereundermost recent book value per share of Ajax Common Stock. It is understood that directors, officers, employees employees, partners and members shareholders of Ajax or the Company Operating Partnership are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Manager and its directors, officers, employees, partners, stockholders, members and managers, managers of the Manager and the Manager’s its affiliates are or may become similarly interested in Ajax or the Company and/or its subsidiaries Operating Partnership as shareholders, members or partners or otherwise.

Other Activities of the Manager. The services of the Manager to the Company are not exclusive, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may 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 us, so long as its services to the Company hereunder are not impaired thereby, and, subject to any agreement with a Sub-Manager, including the Exclusivity Agreement, and the Code of Business Conduct and Ethics of the Company, 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 Manager 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 (including fees for serving as a director of, or providing consulting services to, one or more of the middle market companies the Company may own or control, subject to applicable law); provided, however, that the Manager shall notify the Company prior to being engaged to serve as a manager to a fund or another company that has a similar business strategy to the Company’s 's business strategy. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and members of the Company are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, members, managers or otherwise, and that the Manager and its directors, officers, employees, partners, stockholders, members and managers, and the Manager’s 's affiliates are or may become similarly interested in the Company and/or its subsidiaries as members or otherwise.

Other Activities of the Manager. The services of Except as set forth in this Section 12, nothing herein contained shall prevent the Manager to the Company are not exclusiveor any of its Affiliates from engaging in or earning fees from other activities, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may 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 us, so long as its services the rendering of advice to the Company hereunder are not impaired thereby, and, subject to any agreement with a Sub-Manager, other Persons (including the Exclusivity Agreement, other REITs) and the Code management of Business Conduct and Ethics of the Companyother programs advised, including the conflicts of interest policy included therein, nothing in sponsored or organized by NexPoint or its Affiliates; nor shall this Agreement shall limit or restrict the right of any managerdirector, officer, member, partner, member (including its members and the owners of its members)employee, officer or employee stockholder of the Manager or its Affiliates to engage in or earn fees from any other business or to devote his or her time and attention in part render services of any kind to any other businesspartnership, whether of a similar corporation, firm, individual, trust or dissimilar nature, or to receive any fees or compensation in connection therewith (including association and earn fees for serving as a director of, or providing consulting services to, one or more of the middle market companies the Company may own or control, subject to applicable law)rendering such services; provided, however, that the Manager shall notify the Company prior to being engaged to serve as a manager to a fund or another company that has a similar business strategy must devote sufficient resources to the Company’s business strategyto discharge its obligations to the Company under this Agreement. The Manager assumes no responsibility under this Agreement other than may, with respect to render the services called for hereunder. It is understood that directors, officers, employees and members of any investment in which the Company are is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or may become interested in other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Manager may be engaged to provide advice and its affiliatesservice to such Persons, as directors, officers, employees, partners, members, managers or otherwise, in which case the Manager will earn fees for rendering such advice and service. The Board acknowledges that the Manager and its directorsAffiliates are subject to various conflicts of interest, officersincluding without limitation, employeesthose set forth in the Registration Statement. The Manager shall report to the Board the existence of any condition or circumstance, partnersexisting or anticipated, stockholdersof which it has knowledge, members and managers, and which creates or is reasonably likely to create a conflict of interest between the Manager’s affiliates are or may become similarly interested in obligations to the Company and/or and its subsidiaries as members obligations to or otherwise.its interest in any other partnership, corporation, firm, individual, trust or association. 11992953.5

Other Activities of the Manager. The services of Except as set forth in this Section 12, nothing herein contained shall prevent the Manager to the Company are not exclusiveor any of its Affiliates from engaging in or earning fees from other activities, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may 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 us, so long as its services the rendering of advice to the Company hereunder are not impaired thereby, and, subject to any agreement with a Sub-Manager, other Persons (including the Exclusivity Agreement, other REITs) and the Code management of Business Conduct and Ethics of the Companyother programs advised, including the conflicts of interest policy included therein, nothing in sponsored or organized by NexPoint or its Affiliates; nor shall this Agreement shall limit or restrict the right of any managerdirector, officer, member, partner, member (including its members and the owners of its members)employee, officer or employee stockholder of the Manager or its Affiliates to engage in or earn fees from any other business or to devote his or her time and attention in part render services of any kind to any other businesspartnership, whether of a similar corporation, firm, individual, trust or dissimilar nature, or to receive any fees or compensation in connection therewith (including association and earn fees for serving as a director of, or providing consulting services to, one or more of the middle market companies the Company may own or control, subject to applicable law)rendering such services; provided, however, that the Manager shall notify the Company prior to being engaged to serve as a manager to a fund or another company that has a similar business strategy must devote sufficient resources to the Company’s business strategyto discharge its obligations to the Company under this Agreement. The Manager assumes no responsibility under this Agreement other than may, with respect to render the services called for hereunder. It is understood that directors, officers, employees and members of any investment in which the Company are is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or may become interested in other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Manager may be engaged to provide advice and its affiliatesservice to such Persons, as directors, officers, employees, partners, members, managers or otherwise, in which case the Manager will earn fees for rendering such advice and service. The Board acknowledges that the Manager and its directorsAffiliates are subject to various conflicts of interest, officersincluding without limitation, employeesthose set forth in the Registration Statement. The Manager shall report to the Board the existence of any condition or circumstance, partnersexisting or anticipated, stockholdersof which it has knowledge, members and managers, and which creates or is reasonably likely to create a conflict of interest between the Manager’s affiliates are or may become similarly interested in obligations to the Company and/or and its subsidiaries as members obligations to or otherwiseits interest in any other partnership, corporation, firm, individual, trust or association.

Other Activities of the Manager. The services Except as provided in the last sentence of the Manager to the Company are not exclusive, and, subject to any agreements with a Sub-Manager, including the Exclusivity Agreement by and between the respective parent companies of the Manager and Sub-Manager, dated as of February 7, 2018 (the “Exclusivity Agreement”), and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included therein, the Manager may 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 us, so long as its services to the Company hereunder are not impaired thereby, and, subject to any agreement with a Sub-Manager, including the Exclusivity Agreement, and the Code of Business Conduct and Ethics of the Company, including the conflicts of interest policy included thereinthis Section 3.1, nothing in this Agreement shall limit (i) prevent the Manager, any Sub-manager or any of their respective 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 ( including, without limitation, investments that meet the principal investment objectives of the Company), whether or not the investment objectives or policies of any such other person or entity are similar to those of the Company, or (ii) in any way bind or restrict the right Manager, any Sub-manager 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 Manager, the Sub-manager or any of their respective Affiliates, officers, directors or employees may be acting. The Company acknowledges that the Manager will base allocation decisions on the procedures the Manager 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 Manager’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 Manager, any Sub-manager, partner, member (including its members and the owners of its members), officer or employee any Affiliate of the Manager or any Sub-manager to engage other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other business services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Manager, any Sub-manager, any Affiliate of the Manager or to devote his or her time and attention in part any Sub-manager to any investment company, fund or advisory account other businessthan any fund or advisory account which contains only funds invested by Seneca (and not of any of its clients or customers) or its officers and directors. Notwithstanding anything to the contrary in this Section 3.1, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving so long as a director of, or providing consulting services to, one or more the Manager is the exclusive manager of the middle market companies Company (unless the Manager is not the exclusive manager of the Company may own or controlbecause the Company has engaged a Sub-manager) pursuant to this Agreement, subject to applicable law); provided, however, that the Manager shall notify the Company prior to being engaged to serve as not sponsor any other residential mortgage REIT that invests primarily in high-quality, residential mortgage-backed securities, unless otherwise approved by a manager to a fund or another company that has a similar business strategy to the Company’s business strategy. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and members majority of the Company are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, members, managers or otherwise, and that the Manager and its directors, officers, employees, partners, stockholders, members and managers, and the Manager’s affiliates are or may become similarly interested in the Company and/or its subsidiaries as members or otherwiseUnaffiliated Directors.