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 Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its directors, officers, stockholders and 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 and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries shall reimburse, indemnify, defend and hold harmless the Manager, its stockholders, directors, officers and employees of and from 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, 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.

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 Directors Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) 2.2.2 of this Agreement. The Manager, its directorsmanagers, officers, members and employees will not be liable to the Company, any issuer of Investments, any subsidiary of the Company, its stockholders and or any of its subsidiary’s stockholders or the Independent Directors for any acts or omissions, errors of judgment or mistakes of law by the Manager, its managers, officers, members or employees under or in connection with this Agreement, except by reason of acts constituting bad faithor omissions, willful misconduct, gross negligence errors of judgment or reckless disregard mistakes of their duties. The Manager and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholdersmanagers, directorsofficers, officers members and employees of and from 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, 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 of the Manager’s duties under this Agreement or any such underwriting agreement. The Manager shall be indemnified by the Company as an agent of the Company in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company, its dutiesdirectors, officers, stockholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement.

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 Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its directors, officers, stockholders shareholders and employees will not be liable to the Company or any subsidiary, the Board of Directors or the Company’s or any subsidiary’s shareholders for any acts or omissions by the Manager, its directors, officers, 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 Manager and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholders, directors, officers officers, shareholders and employees of and from 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, officers 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. (b) The Manager shall reimburse, indemnify and hold harmless the Company or any of its directors, officers, shareholders and employees from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) arising 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. (c) The provisions of this Section 13 shall survive the expiration or earlier termination of 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 Directors Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) 2.2.2 of this Agreement. The Manager, its directorsmanagers, officers, members and employees will not be liable to the Company, any issuer of Investments, any subsidiary of the Company, the stockholders and of the Company or of any of its subsidiaries or the Independent Directors for any acts or omissions, errors of judgment or mistakes of law by the Manager, its managers, officers, members or employees under or in connection with this Agreement, except by reason of acts constituting bad faithor omissions, willful misconduct, gross negligence errors of judgment or reckless disregard mistakes of their duties. The Manager and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholdersmanagers, directorsofficers, officers members and employees of and from 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, 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 offering or sale of the Company’s securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement or any such underwriting agreement. The Manager shall be indemnified by the Company as an agent of the Company in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company, its dutiesdirectors, officers, stockholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of its 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 Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) 2.2.2 of this Agreement. The Manager, its directors, officers, stockholders and employees will not be liable to the Company, any issuer of Mortgage Securities or the Unaffiliated Directors for any acts or omissions, errors of judgment or mistakes of law by the Manager, its directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faithor omissions, willful misconduct, gross negligence errors of judgment or reckless disregard mistakes of their duties. The Manager and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholders, directors, officers officers, stockholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, reasonable 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, 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 the 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 duties.their duties under this Agreement or any such underwriting agreement. The

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 Directors Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) 2.2.2 of this Agreement. The Manager, its directorsmanagers, officers, members and employees will not be liable to the Company, any issuer of Investments, any Affiliate of the Company, its stockholders and or any of its Affiliate’s stockholders or the Independent Directors for any acts or omissions, errors of judgment or mistakes of law by the Manager, its managers, officers, 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 duties. The Manager and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreementfraud. The Company and its Subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholdersmanagers, directorsofficers, officers members and employees of and from 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, 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 its dutiesthe 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 the Sole Member and their members, managers, directors, officers, employees and stockholders from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in 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 Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its directors, officers, stockholders and employees will not be liable to the Company, any subsidiary of the Company, the independent Directors or the Company's or its subsidiary's stockholders for any acts or omissions by the Manager, its 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 and its directors and officers will not be liable to the Company, any subsidiary of the Company, the Independent Directors, the Company's stockholders or any subsidiary's stockholders for acts performed in accordance with and pursuant to this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties under this Agreement. The Company and its Subsidiaries shall reimburse, indemnify, defend indemnify and hold harmless the Manager, its stockholders, directors, officers and employees of and from 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, 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. (b) The Manager shall reimburse, indemnify and hold harmless the Company, any subsidiary, or any of their stockholders, directors, officers and employees from any and all expenses, losses, damages, liabilities, demands, charges and claims (including, without limitation, attorneys' fees) arising 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.