Common use of Measure of Liability Clause in Contracts

Measure of Liability. Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Xxx out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust AgreementAgreement and any related RCR Supplement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and any related RCR Supplement, and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holdersrelated Certificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of any Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement and any related Series Supplement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and any related Series Supplement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the related Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae Xxx in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the HoldersCertificateholders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Xxxxxx Xxx resulting from any such legal action, shall not be reimbursable to Xxxxxx Mae out of the Trust Fund.

Measure of Liability. Neither Xxxxxx Xxx Mae nor any of the directors, officers, employees or agents of Xxxxxx Mae Xxx shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust AgreementAgreement and any related Issue Supplement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and any related Issue Supplement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.