Common use of Limits of Manager Responsibility Clause in Contracts

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the Manager, nor any other member of the AMRESCO Group will be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS or any other party for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partners, directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIES.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)5 above. Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Independent Trust ManagersCompany (including ICCC), the Unaffiliated Directors or the Company's shareholders or partners, any issuer of MBS or any other party its subsidiary's stockholders for any acts or omissions performed by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders or shareholders and employees under or in connection accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its shareholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) whatsoever in respect of or arising from any acts or omissions of the Manager, its stockholdersshareholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company, LOSSESany subsidiaries (including ICCC), DAMAGESor any of their stockholders, LIABILITIESdirectors, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims (INCLUDING ATTORNEYS' FEESincluding, without limitation, reasonable attorneys fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any willful and intentional misstatements of fact made by the Manager in connection with this Agreement and the services to be rendered hereunder.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its managers, officers, members and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Investments, any subsidiary of the Company, its stockholders or any other party of its subsidiary’s stockholders or the Independent Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, directorsits managers, officers, stockholders members or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesfraud. The Company and its subsidiaries shall reimburse, indemnify and hold harmless the Manager and the Manager, its managers, officers, members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholdersmanagers, directorsofficers, partners, officers members and employees made in good faith in the performance of the Manager's ’s duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company’s securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard fraud. The Manager shall be further indemnified by the Company as an agent of the Company to the maximum extent permissible in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company, its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENTdirectors, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESofficers, LOSSESstockholders and employees of and from any and all expenses, DAMAGESlosses, LIABILITIESdamages, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESin respect of or arising from the Manager’s willful misconduct, gross negligence or fraud.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)7(b) of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its Affiliates, and their respective directors, officers, stockholders and employees will not be liable to the Company, any subsidiary, the Independent Trust Managers, Directors or the Company's shareholders or partners, any issuer of MBS or any other party subsidiary's shareholders, creditors, or partners for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of its Affiliates, and their respective partners, directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Manager may consult with and rely upon counsel in any case where it appears to the Manager to be necessary or desirable with respect to its authority and obligations under this Agreement. Additionally, the Manager may rely and act upon any certificates or other instruments believed in good faith by the Manager to be genuine and to have been signed by any person duly authorized. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective Manager, its stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIES.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)5 above. Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Independent Trust ManagersCompany, the Unaffiliated Directors or the Company's shareholders or partners, any issuer of MBS or any other party its subsidiary's stockholders for any acts or omissions performed by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders or and employees under or in connection accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiary shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective Manager, its stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) whatsoever in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company, LOSSESany subsidiary, DAMAGESor any of their stockholders, LIABILITIESdirectors, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims (INCLUDING ATTORNEYS' FEESincluding, without limitation, reasonable attorneys fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any intentional misstatements of fact made by the Manager in connection with this Agreement and the services to be rendered hereunder.

Limits of Manager Responsibility. (a) The Company agrees that the Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the Manager, nor any other member of the AMRESCO Group will be liable to the Company, the Independent Trust Managersits Affiliates or their directors, the Company's shareholders officers or partners, any issuer of MBS or any other party stockholders for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partners, directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, from and against any and all expenses, losses, damages, liabilities, demands, charges and expenses or claims of occasioned by any nature whatsoever, (including attorneys' fees) in respect of act or arising from any acts or omissions omission of the Manager, its directors, officers, stockholders, directors, partners, officers and employees made or agents in good faith in connection with the performance of the Manager's duties under this Agreement and not constituting bad faithits services hereunder, other than as a result of its own willful misconduct, gross negligence or reckless disregard of its dutiesduties hereunder, or as otherwise required by applicable law. (b) The Company agrees to indemnify the Manager, its stockholders, directors, officers, employees or agents against and hold them harmless from any and all liabilities, losses, damages, expenses or claims arising out of any claim asserted or threatened to be asserted by any third party in connection with the Manager's serving or having served as such pursuant to this Agreement; provided, however, that the Manager shall not be entitled to indemnification with respect to any liabilities or losses or damages, expenses or claims which were found by a court of competent jurisdiction (in a final judgment from which no appeal may be taken) to have been caused by its own gross negligence, willful misconduct or reckless disregard of its duties hereunder. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENTThe Company shall advance to the Manager the reasonable costs and expenses of investigating and/or defending any such claim, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESsubject to receiving a written undertaking from the Manager to repay any such amounts advanced to it in the event and to the extent of such determination that the Manager was not entitled to indemnification hereunder. In the event that the Manager is or becomes a party to any action or proceeding in respect of which indemnification may be sought hereunder, LOSSESthe Manager shall promptly notify the Company thereof. Following such notice, DAMAGESthe Company shall be entitled to participate therein and, LIABILITIESto the extent that it may wish, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER to assume the defense thereof with counsel reasonably satisfactory to the Manager. After notice from the Company to the Manager of an election so to assume the defense thereof, the Company will not be liable to the Manager hereunder for any legal or other expenses subsequently incurred by the Manager in connection with the defense thereof, other than reasonable costs of investigation, unless counsel for the Manager reasonably shall determine that there is a conflict of interest which requires separate representation of the parties. The Company shall not be liable hereunder for any settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld, nor shall the Company enter into any settlement which shall impose any obligation on the Manager without its written consent. (INCLUDING ATTORNEYS' FEESc) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESAt any time, the Manager may consult with counsel, accountants and tax advisers for the Company with respect to any matter arising in connection with the Manager's duties and obligations under this Agreement, and the Manager shall not be liable for any action taken or omitted by it in good faith in accordance with the advice of such persons.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)5 above. Neither the The Manager any Affiliated Manager, nor any other member and the directors, officers, shareholders, members and employees of the AMRESCO Group either will not be liable to the Company, any subsidiary of the Independent Trust ManagersCompany, the members of the Board of Directors (including the Unaffiliated Directors) or the Company's shareholders or partners, any issuer of MBS or any other party its subsidiary's stockholders for any acts or omissions performed by the Manager, any other member of and Affiliated Manager, or the AMRESCO Group or any of their respective partners, directors, officers, stockholders or shareholders, members and employees under or thereof in connection accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries shall reimburse, indemnify and hold harmless the Manager Manager, any Affiliated Manager, and the members of the AMRESCO Group and their respective stockholdersshareholders, directors, partnersofficers, officers members and employees (collectively, the "Indemnified Parties") for, thereof from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) whatsoever in respect of or arising from any acts or omissions of the Manager, its stockholderssuch Affiliated Manager, and the shareholders, directors, partnersofficers, officers members and employees thereof made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company, LOSSESany subsidiaries, DAMAGESor any of their stockholders, LIABILITIESdirectors, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims (INCLUDING ATTORNEYS' FEESincluding, without limitation, reasonable attorneys fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any willful and intentional misstatements of fact made by the Manager or any Affiliated Manager in connection with this Agreement and the services to be rendered hereunder.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its managers, officers, members and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Investments, any Affiliate of the Company, its stockholders or any other party of its Affiliate’s stockholders or the Independent Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, directorsits managers, officers, stockholders members or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesfraud. The Company shall reimburse, indemnify and hold harmless the Manager and the Manager, its managers, officers, members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholdersmanagers, directorsofficers, partners, officers members and employees made in good faith in the performance of the Manager's ’s duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company’s securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard fraud. The Manager shall be further indemnified by the Company as an agent of the Company to the maximum extent permissible in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company and its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENTAffiliates and their members, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESmanagers, LOSSESdirectors, DAMAGESofficers, LIABILITIESemployees and stockholders from any and all expenses, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER losses, damages, liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESin respect of or arising from the Manager’s willful misconduct, gross negligence or fraud.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, shareholders and employees will not be liable to the Company, the Independent Trust Managers, Directors or the Company's ’s shareholders or partners, any issuer of MBS or any other party for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders shareholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its directors, partnersofficers, officers shareholders and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partnersofficers, officers shareholders and employees made in good faith in the performance of the Manager's ’s duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company or any of its directors, LOSSESofficers, DAMAGESshareholders and employees from any and all expenses, LIABILITIESlosses, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER damages, liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any intentional misstatements of fact made by the Manager in connection with the issuance of commitments to purchase Mortgage Assets on behalf of the Company and the purchase of Mortgage Assets by the Company resulting from such commitments, or any act constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.

Limits of Manager Responsibility. The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, stockholders and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Mortgage Securities, any subsidiary of the Company, its subsidiary's stockholders or any other party the Unaffiliated Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesduties under this Agreement. The Company and its subsidiaries shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its directors, partnersofficers, officers stockholders and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company's securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its dutiestheir duties under this Agreement or any such underwriting agreement. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESThe Manager shall be indemnified by the Company as an agent of the Company in accordance with the terms of the Company's Governing Instruments.

Limits of Manager Responsibility. The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, stockholders and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Mortgage Securities, any subsidiary of the Company, its stockholders or any other party of its subsidiary's stockholders or the Unaffiliated Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesduties under this Agreement. The Company and its subsidiaries shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its directors, partnersofficers, officers stockholders and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company's securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its dutiestheir duties under this Agreement or any such underwriting agreement. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESThe Manager shall be indemnified by the Company as an agent of the Company in accordance with the terms of the Company's Governing Instruments.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its managers, officers, members and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Investments, any Affiliate of the Company, its stockholders or any other party of its Affiliate’s stockholders or the Independent Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, directorsits managers, officers, stockholders members or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesfraud. The Company shall reimburse, indemnify and hold harmless the Manager and the Manager, its managers, officers, members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholdersmanagers, directorsofficers, partners, officers members and employees made in good faith in the performance of the Manager's ’s duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company’s securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard fraud. The Manager shall be further indemnified by the Company as an agent of the Company to the maximum extent permissible in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company and its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENTAffiliates and their members, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESmanagers, LOSSESdirectors, DAMAGESofficers, LIABILITIESemployees and stockholders (the “Company Indemnitees”) from any and all expenses, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER losses, damages, liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESin respect of or arising from the Manager’s willful misconduct, gross negligence or fraud except where the Company or any Company Indemnitee is guilty of willful misconduct, gross negligence or fraud.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the The Manager, nor any other member of the AMRESCO Group its members, managers, officers and employees will not be liable to the Company, any subsidiary of the Independent Trust ManagersCompany, the Board of Directors or the Company's shareholders ’s or partners, any issuer of MBS or any other party its subsidiary’s stockholders for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partnersits members, directorsmanagers, officers, stockholders officers or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, directorsits members, partnersmanagers, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions of the Manager, its stockholdersmembers, directors, partnersmanagers, officers and employees made in good faith in the performance of the Manager's ’s duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company, LOSSESany subsidiary, DAMAGESor any of their stockholders, LIABILITIESdirectors, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER officers and employees from any and all expenses, losses, damages, liabilities, demands, charges and claims (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any intentional misstatements of fact made by the Manager in connection with the issuance of commitments to purchase Mortgage Assets on behalf of the Company and the purchase of Mortgage Assets by the Company resulting from such commitments.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, shareholders and employees will not be liable to the Company, the Independent Trust Managers, Directors or the Company's shareholders or partners, any issuer of MBS or any other party for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders shareholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its directors, partnersofficers, officers shareholders and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partnersofficers, officers shareholders and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT. (b) The Manager shall reimburse, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESindemnify and hold harmless the Company or any of its directors, LOSSESofficers, DAMAGESshareholders and employees from any and all expenses, LIABILITIESlosses, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER damages, liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYSincluding, without limitation, attorneys' FEESfees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESarising out of any intentional misstatements of fact made by the Manager in connection with the issuance of commitments to purchase Mortgage Assets on behalf of the Company and the purchase of Mortgage Assets by the Company resulting from such commitments, or any act constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager's duties under this Agreement.