Common use of Additional Activities of Manager Clause in Contracts

Additional Activities of Manager. Nothing herein shall limit or -------------------------------- restrict the right of the Manager or any of its officers, directors, employees or Affiliates to engage in any business or to render services of any kind to any other person including the purchase of, or rendering advice to others purchasing, assets that meet the Company's policies and criteria, except that the Manager may not manage or advise another REIT or other entity that invests or intends to invest primarily in commercial and multifamily Mortgage Loans or subordinated CMBS Interests. Moreover, the Manager shall require its President, Senior Vice Presidents and certain other executive officers to execute non- compete agreements that will preclude them from leaving the Manager and, subject to the geographic, time and other limitations, if any, that may be set forth therein, forming or joining another REIT that invests or intends to invest primarily in commercial and multifamily Mortgage Loans or subordinated CMBS Interests. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories for the Company or any of its Subsidiaries, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company's or any of its Subsidiaries' Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

Additional Activities of Manager. Nothing herein shall limit or -------------------------------- restrict the right of prevent the Manager or any of its officers, directors, employees or Affiliates to engage from engaging in any business other businesses or to render from rendering services of any kind to any other person or entity, including the purchase of, or rendering advice advisory service to others purchasinginvesting in, assets that any type of real estate investment, including investments which meet the principal investment objectives of the Company's policies and criteria, except that the Manager may and its officers, directors and employees shall not manage provide any such services to any mortgage REIT other than the Company or advise another REIT or other entity that invests or intends to invest primarily in commercial and multifamily Mortgage Loans or subordinated CMBS Interests. Moreover, sponsored by the Manager shall require or its PresidentAffiliates which has operating policies and strategies different in one or more material respects from those of the Company, Senior Vice Presidents and certain other executive officers as confirmed by a majority of the Unaffiliated Directors. Compensation to execute non- compete agreements that will preclude them from leaving the Manager and, subject to for any such services shall be on an arm’s-length basis and at a rate no higher than the geographic, time and other limitations, if any, that may rate at which such services would be set forth therein, forming or joining another REIT that invests or intends to invest primarily in commercial and multifamily Mortgage Loans or subordinated CMBS Interestsavailable from a third party. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of its Subsidiariesthe Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company's or any of its Subsidiaries' ’s Governing Instruments. When executing documents or otherwise acting in such capacities for It is expressly contemplated that the Company’s Mortgage Loans will be serviced by the Manager acting as servicer pursuant to the Master Loan Participation and Servicing Agreement, such persons shall use their respective titles in the Companydated as of February 6, 2001, as amended from time to time.