Common use of Liabilities and Recourse Against Xxxxxxx Mac and the Sponsor for Liabilities of the Series Pool Clause in Contracts

Liabilities and Recourse Against Xxxxxxx Mac and the Sponsor for Liabilities of the Series Pool. (a) The Sponsor will perform only those duties of it that are specifically set forth in the Series Certificate Agreement, and does not assume any other obligation or liability under the Series Certificate Agreement. If the Series Certificate Agreement provides that the Partnership Factors apply to the Series Pool, the Sponsor will be corporately liable for any fees, expenses and other liabilities of the Series Pool arising under the Series Certificate Agreement to the extent not otherwise satisfied (excluding amounts due to Holders in respect of their Certificates). Except to the extent payable from the cash flow of the Bonds or by the Holders of Class B Certificates, the Sponsor agrees that any such fees, expenses and other liabilities will be without recourse against any other Holder, and that any such fees, expenses and liabilities will not be secured by the Bonds or any other Asset of the Series Pool. (b) Subject to any credit enhancement with respect to any Bonds, the Issuer of each Bond is the sole obligor with respect to the payment of the principal or redemption price of such Bond, and interest on the Bond. The payments on the Bonds, amounts in the Distribution Account, the Credit Enhancement and the Liquidity Facility constitute the sole security for the Certificates. Neither the Sponsor nor Xxxxxxx Mac has any obligation whatsoever with respect to any Bond or any payments due on the Bonds or with respect to the security for, or the sufficiency of, any such payments or any obligations of the Issuer, any related credit enhancer or any other Person arising in connection with the Bonds, other than the obligations of Xxxxxxx Mac under the Credit Enhancement and the Liquidity Facility. In the event of a default in the payment of the principal of or interest on, or any other amount payable with respect to, any of the Bonds, or in the event of a default under any credit enhancement with respect to such Bond, neither the Sponsor nor Xxxxxxx Mac will have any duty to proceed against the Issuer or any related credit enhancer and no obligation to assert any rights and privileges of the Holders with respect to such Bonds or such credit enhancement. Neither the Sponsor nor Xxxxxxx Mac will be under any obligation to the Class A Holders whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of such Bonds or such credit enhancement. The Servicer and Special Servicer will be entitled to service and conduct asset resolution with respect to the Bonds and related Bond Mortgage Loans subject to the terms of the Servicing Agreement with Xxxxxxx Mac. (c) Payment of the Purchase Price on any Class A Certificate will be made solely from amounts received by the Administrator pursuant to Section 6.06. (d) The provisions of this Section 3.05 will survive any termination of the Series Certificate Agreement. (e) Without limiting the foregoing, it is expressly acknowledged and agreed by the parties to the Series Certificate Agreement and other Documents, and any beneficiary of the Series Certificate Agreement by acceptance of its status as such beneficiary, and by Holders upon acceptance of a Certificate, and anyone having a beneficial interest in the Certificates by acceptance of its status as such beneficiary, that: (i) Under no condition or circumstance will any recourse or personal liability whatever attach to or be incurred by, and under no condition or circumstance will any deficiency or other judgment be had against, the officers, directors, agents, employees or stockholders of the Sponsor or Xxxxxxx Mac, by reason of any obligation, covenant, agreement, representation, warranty or indemnity of the Sponsor or Xxxxxxx Mac under the Series Certificate Agreement, any Certificates or any document, instrument or certificate delivered hereunder or thereunder; and (ii) They expressly waive recourse against, or personal liability of, any officer, director, agent, employee or stockholder of the Sponsor or Xxxxxxx Mac for breaches by Sponsor or Xxxxxxx Mac of any such obligation, covenant, agreement, representation, warranty or indemnity either at common law or at equity, or by statute or constitution; and (iii) The permissive right of the Sponsor or Xxxxxxx Mac to take actions set forth in the Series Certificate Agreement will not be construed as a duty, and neither the Sponsor nor Xxxxxxx Mac will be answerable for other than its own fraud, bad faith, gross negligence or willful misconduct. Each of the Sponsor and Xxxxxxx Mac will not be liable for any action that it takes or omits to take in good faith (including, but not limited to any action it takes or omits to take as Tax Matters Partner pursuant to Section 11.10) and, in the absence of fraud, bad faith, gross negligence or willful misconduct, that it believes to be authorized or within its rights or powers. (f) Each Registered Holder and Holder (by acceptance of its Certificate), each party to the Series Certificate Agreement (by its execution of the Series Certificate Agreement), and any other beneficiary of the Series Certificate Agreement (by its acceptance of its status as such a beneficiary), expressly acknowledges and agrees to each and every provision of this Section 3.05.

Liabilities and Recourse Against Xxxxxxx Mac and the Sponsor for Liabilities of the Series Pool. (a) The Sponsor will perform only those duties of it that are specifically set forth in the Series Certificate Agreement, and does not assume any other obligation or liability under the Series Certificate Agreement. If the Series Certificate Agreement provides that the Partnership Factors apply to the Series Pool, the Sponsor will be corporately liable for any fees, expenses and other liabilities of the Series Pool arising under the Series Certificate Agreement to the extent not otherwise satisfied (excluding amounts due to Holders in respect of their Certificates). Except to the extent payable from the cash flow of the Bonds or by the Holders of Class B Certificates, the Sponsor agrees that any such fees, expenses and other liabilities will be without recourse against any other Holder, and that any such fees, expenses and liabilities will not be secured by the Bonds or any other Asset of the Series Pool. (b) Subject to any credit enhancement with respect to any Bonds, the Issuer of each Bond is the sole obligor with respect to the payment of the principal or redemption price of such Bond, and interest on the Bond. The payments on the Bonds, amounts in the Distribution Account, the Credit Enhancement and the Liquidity Facility constitute the sole security for the Certificates. Neither Each of the Sponsor nor and Xxxxxxx Mac has any no obligation whatsoever with respect to any Bond or any payments due on the Bonds or with respect to the security for, or the sufficiency of, any such payments or any obligations of the Issuer, any related credit enhancer or any other Person arising in connection with the Bonds, other than the obligations of Xxxxxxx Mac under the Credit Enhancement and the Liquidity Facility. In the event of a default in the payment of the principal of or interest on, or any other amount payable with respect to, any of the Bonds, or in the event of a default under any credit enhancement with respect to such Bond, neither the Sponsor nor Xxxxxxx Mac will have any duty to proceed against the Issuer or any related credit enhancer and no obligation to assert any rights and privileges of the Holders with respect to such Bonds or such credit enhancement. Neither the Sponsor nor Xxxxxxx Mac will be under any obligation to the Class A Holders whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of such Bonds or such credit enhancement. The Servicer ; provided the Administrator may in its sole discretion and Special Servicer will be entitled upon being provided with indemnification satisfactory to service and conduct asset resolution with respect it agree to proceed against any such party at the Bonds and related Bond Mortgage Loans subject to the terms written direction of the Servicing Agreement with Xxxxxxx MacRegistered Holders of at least 51% of the Current Certificate Balance of the Class A Certificates. (c) Payment of the Purchase Price on any Class A Certificate will be made solely from amounts received by the Administrator pursuant to Section 6.06. (d) The provisions of this Section 3.05 will survive any termination of the Series Certificate Agreement. (e) Without limiting the foregoing, it is expressly acknowledged and agreed by the parties to the Series Certificate Agreement and other Documents, and any beneficiary of the Series Certificate Agreement by acceptance of its status as such beneficiary, and by Holders upon acceptance of a Certificate, and anyone having a beneficial interest in the Certificates by acceptance of its status as such beneficiary, that: (i) Under no condition or circumstance will any recourse or personal liability whatever attach to or be incurred by, and under no condition or circumstance will any deficiency or other judgment be had against, the officers, directors, agents, employees or stockholders of the Sponsor or Xxxxxxx Mac, by reason of any obligation, covenant, agreement, representation, warranty or indemnity of the Sponsor or Xxxxxxx Mac under the Series Certificate Agreement, any Certificates or any document, instrument or certificate delivered hereunder or thereunder; and (ii) They expressly waive recourse against, or personal liability of, any officer, director, agent, employee or stockholder of the Sponsor or Xxxxxxx Mac for breaches by Sponsor or Xxxxxxx Mac of any such obligation, covenant, agreement, representation, warranty or indemnity either at common law or at equity, or by statute or constitution; and (iii) The permissive right of the Sponsor or Xxxxxxx Mac to take actions set forth in the Series Certificate Agreement will not be construed as a duty, and neither the Sponsor nor Xxxxxxx Mac will be answerable for other than its own fraud, bad faith, gross negligence or willful misconduct. Each of the Sponsor and Xxxxxxx Mac will not be liable for any action that it takes or omits to take in good faith (including, but not limited to any action it takes or omits to take as Tax Matters Partner pursuant to Section 11.10) and, in the absence of fraud, bad faith, gross negligence or willful misconduct, that it believes to be authorized or within its rights or powers. (f) Each Registered Holder and Holder (by acceptance of its Certificate), each party to the Series Certificate Agreement (by its execution of the Series Certificate Agreement), and any other beneficiary of the Series Certificate Agreement (by its acceptance of its status as such a beneficiary), expressly acknowledges and agrees to each and every provision of this Section 3.05.

Liabilities and Recourse Against Xxxxxxx Mac and the Sponsor for Liabilities of the Series Pool. (a) The Sponsor will perform only those duties of it that are specifically set forth in the Series Certificate Agreement, and does not assume any other obligation or liability under the Series Certificate Agreement. If the Series Certificate Agreement provides that the Partnership Factors apply to the Series Pool, the Sponsor will be corporately liable for any fees, expenses and other liabilities of the Series Pool arising under the Series Certificate Agreement to the extent not otherwise satisfied (excluding amounts due to Holders in respect of their Certificates). Except to the extent payable from the cash flow of the Bonds Assets or by the Holders of Class B Certificates, the Sponsor agrees that any such fees, expenses and other liabilities will be without recourse against any other Holder, and that any such fees, expenses and liabilities will not be secured by the Bonds Assets or any other Asset Property of the Series Pool. (b) Subject to any credit enhancement with respect to any Bonds, the Issuer of each Bond is the sole obligor with respect to the payment of the principal or redemption price of such Bond, and interest on the Bond. The related Owner is the sole obligor with respect to the payment of the principal of or interest on any Mortgage Loan. The payments on the BondsAssets, amounts in the Distribution Account, the Credit Enhancement and the Liquidity Facility constitute the sole security for the Certificates. Neither the Sponsor nor Xxxxxxx Mac has any obligation whatsoever with respect to any Bond Asset or any payments due on the Bonds Assets or with respect to the security for, or the sufficiency of, any such payments or any obligations of the any Issuer, any Owner, any related credit enhancer or any other Person arising in connection with the BondsAssets, other than the obligations of Xxxxxxx Mac under the Credit Enhancement and the Liquidity Facility. In the event of a default in the payment of the principal of or interest on, or any other amount payable with respect to, any of the BondsAssets, or in the event of a default under any credit enhancement with respect to such any Bond, neither each of the Sponsor nor and Xxxxxxx Mac will have any no duty to proceed against the Issuer Issuer, the Owner or any related credit enhancer and no obligation to assert any rights and privileges of the Holders with respect to such Bonds Assets or such credit enhancement. Neither Each of the Sponsor nor and Xxxxxxx Mac will be under any no obligation to the Class A Holders whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of such Bonds Assets or such credit enhancement. The Servicer and Special Servicer will be entitled to service and conduct asset resolution with respect to the Bonds and the related Bond Mortgage Loans and the Mortgage Loans subject to the terms of the Servicing Agreement with Xxxxxxx Mac. (c) Payment of the Purchase Price on any Class A Certificate will be made solely from amounts received by the Administrator pursuant to Section 6.06. (d) The provisions of this Section 3.05 will survive any termination of the Series Certificate Agreement. (e) Without limiting the foregoing, it is expressly acknowledged and agreed by the parties to the Series Certificate Agreement and other Documents, and any beneficiary of the Series Certificate Agreement by acceptance of its status as such beneficiary, and by Holders upon acceptance of a Certificate, and anyone having a beneficial interest in the Certificates by acceptance of its status as such beneficiary, that: (i) Under no condition or circumstance will any recourse or personal liability whatever attach to or be incurred by, and under no condition or circumstance will any deficiency or other judgment be had against, the officers, directors, agents, employees or stockholders of the Sponsor or Xxxxxxx Mac, by reason of any obligation, covenant, agreement, representation, warranty or indemnity of the Sponsor or Xxxxxxx Mac under the Series Certificate Agreement, any Certificates or any document, instrument or certificate delivered hereunder or thereunder; and (ii) They expressly waive recourse against, or personal liability of, any officer, director, agent, employee or stockholder of the Sponsor or Xxxxxxx Mac for breaches by Sponsor or Xxxxxxx Mac of any such obligation, covenant, agreement, representation, warranty or indemnity either at common law or at equity, or by statute or constitution; and (iii) The permissive right of the Sponsor or Xxxxxxx Mac to take actions set forth in the Series Certificate Agreement will not be construed as a duty, and neither the Sponsor nor Xxxxxxx Mac will be answerable for other than its own fraud, bad faith, gross negligence or willful misconduct. Each of the Sponsor and Xxxxxxx Mac will not be liable for any action that it takes or omits to take in good faith (including, but not limited to any action it takes or omits to take as Tax Matters Partner pursuant to Section 11.10) and, in the absence of fraud, bad faith, gross negligence or willful misconduct, that it believes to be authorized or within its rights or powers. (f) Each Registered Holder and Holder (by acceptance of its Certificate), each party to the Series Certificate Agreement (by its execution of the Series Certificate Agreement), and any other beneficiary of the Series Certificate Agreement (by its acceptance of its status as such a beneficiary), expressly acknowledges and agrees to each and every provision of this Section 3.05.