STANDARDS OF CONDUCT SET
FORTH IN THE CONDUCT POLICIES.
(U)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, EXCEPT TO THE EXTENT THAT THE PAYMENT OF ADDITIONAL MONEYS IS PROVEN
BY THE TRUST TO HAVE BEEN REQUIRED AS A DIRECT RESULT OF THE MANAGER'S ACTS OR
OMISSIONS WHICH RESULT IN THE RIGHT OF THE TRUST TO TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 13 OF THIS AGREEMENT, THE MANAGER SHALL NOT BE REQUIRED TO
EXPEND MONEY ("EXCESS FUNDS") IN CONNECTION WITH ANY EXPENSES THAT ARE REQUIRED
TO BE PAID FOR OR REIMBURSED BY THE OPERATING PARTNERSHIP (OR ANY OTHER
SUBSIDIARY) PURSUANT TO SECTION 8 IN EXCESS OF THAT CONTAINED IN ANY APPLICABLE
TRUST ACCOUNT (AS HEREIN DEFINED) OR OTHERWISE MADE AVAILABLE BY THE OPERATING
PARTNERSHIP (OR SUCH OTHER SUBSIDIARY) TO BE EXPENDED BY THE MANAGER HEREUNDER.
FAILURE OF THE MANAGER TO EXPEND EXCESS FUNDS OUT-OF-POCKET SHALL NOT GIVE RISE
OR BE A CONTRIBUTING FACTOR TO THE RIGHT OF THE TRUST UNDER SECTION 11(C) OF
THIS AGREEMENT TO TERMINATE THIS AGREEMENT DUE TO THE MANAGER'S UNSATISFACTORY
PERFORMANCE.
(V)
IN PERFORMING ITS DUTIES UNDER THIS SECTION 2, THE MANAGER SHALL
BE ENTITLED TO RELY REASONABLY ON QUALIFIED EXPERTS AND PROFESSIONALS
(INCLUDING, WITHOUT LIMITATION, ACCOUNTANTS, LEGAL COUNSEL AND OTHER
PROFESSIONAL SERVICE PROVIDERS) HIRED BY THE MANAGER AT THE SOLE COST AND
EXPENSE OF THE OPERATING PARTNERSHIP (EXCEPT TO THE EXTENT DETERMINED BY THE
OPERATING PARTNERSHIP, IN ITS SOLE DISCRETION, TO BE THE EXPENSE OF A SUBSIDIARY
OTHER THAN THE OPERATING PARTNERSHIP).
SECTION 3.
ADDITIONAL ACTIVITIES OF THE MANAGER.
EXCEPT AS OTHERWISE PROVIDED
IN THIS SECTION 3, THE ALLOCATION POLICY AND THE INVESTMENT POLICIES, NOTHING IN
THIS AGREEMENT SHALL (I) PREVENT THE MANAGER OR ANY OF ITS AFFILIATES, MANAGERS,
OFFICERS, TRUSTEES, DIRECTORS, EMPLOYEES OR MEMBERS FROM ENGAGING IN OTHER
BUSINESSES OR FROM RENDERING SERVICES OF ANY KIND TO ANY OTHER PERSON OR ENTITY,
WHETHER OR NOT THE INVESTMENT OBJECTIVES OR POLICIES OF ANY SUCH OTHER PERSON OR
ENTITY ARE SIMILAR TO THOSE OF THE TRUST OR (II) IN ANY WAY BIND OR RESTRICT THE
MANAGER OR ANY OF ITS AFFILIATES, MANAGERS, OFFICERS, TRUSTEES, DIRECTORS,
EMPLOYEES OR MEMBERS FROM BUYING, SELLING OR TRADING ANY SECURITIES OR
COMMODITIES FOR THEIR OWN ACCOUNTS OR FOR THE ACCOUNT OF OTHERS FOR WHOM THE
MANAGER OR ANY OF ITS AFFILIATES, MANAGERS, OFFICERS, TRUSTEES, DIRECTORS,
EMPLOYEES OR MEMBERS MAY BE ACTING.
NOTWITHSTANDING THE FOREGOING, DURING THE
TERM OF THIS AGREEMENT, NEITHER THE MANAGER NOR ANY OF ITS AFFILIATES MAY ACT AS
THE MANAGER TO, OR OTHERWISE PROVIDE INVESTMENT ADVISORY SERVICES TO, ANY OTHER
ENTITY THE PRIMARY INVESTMENT OBJECTIVE OF WHICH IS TO INVEST IN DISTRESSED
RESIDENTIAL MORTGAGE LOANS, EXCLUDING (A) THE TWO PRIVATE FUND VEHICLES MANAGED
BY THE MANAGER AS OF THE DATE OF THIS AGREEMENT, (B) ANY ENTITY IN WHICH THE
TRUST OR ANY OF ITS SUBSIDIARIES IS AN INVESTOR AND (C) ANY GOVERNMENT-RELATED
ENTITY; PROVIDED, HOWEVER, THAT THE MANAGER AND/OR ANY OF ITS AFFILIATES MAY ACT
AS MANAGER TO AN ENTITY THAT IT WOULD OTHERWISE NOT BE PERMITTED