Common use of Limitations on Liability of Xxxxxxx Mac and Others Clause in Contracts

Limitations on Liability of Xxxxxxx Mac and Others. Neither Xxxxxxx Mac nor any of its directors, oÇcers, employees or agents shall be under any liability to Holders for any action taken by them or for their refraining from the taking of any such action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxxx Mac or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. Xxxxxxx Mac and any director, oÇcer, employee or agent of Xxxxxxx Mac may rely in good faith on any document of any kind properly submitted by any person (in writing or electronically) with respect to any matter arising under this Agreement. Xxxxxxx Mac shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to administer the Pass-Through Pools in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that Xxxxxxx Mac may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement, the Pass-Through CertiÑcates, the Assets or the rights and duties of the parties hereto and the interests of the Holders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses of Xxxxxxx Mac.

Limitations on Liability of Xxxxxxx Mac and Others. Neither Xxxxxxx Mac nor any of its directors, oÇcers, employees or agents shall be under any liability to Holders for any action taken by them or for their refraining from the taking of any such action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxxx Mac or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. Xxxxxxx Mac and any director, oÇcer, employee or agent of Xxxxxxx Mac may rely in good faith on any document of any kind properly submitted by any person (in writing or electronically) with respect to any matter arising under this Agreement. Xxxxxxx Mac shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to administer the Pass-Through Pools in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that Xxxxxxx Mac may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement, the Pass-Through CertiÑcatesCertificates, the Assets or the rights and duties of the parties hereto and the interests of the Holders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses of Xxxxxxx Mac.

Limitations on Liability of Xxxxxxx Mac and Others. Neither Xxxxxxx Mac nor any of its directors, oÇcersofficers, employees or agents shall be under any liability to the Holders or Beneficial Owners for any action taken taken, or not taken, by them or for their refraining from the taking of any such action in good faith pursuant to under this Agreement, Agreement or for errors in judgment; provided, however, that this . This provision shall will not protect Xxxxxxx Mac or any such other related person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. Xxxxxxx Mac and such related persons shall have no liability of whatever nature for special, indirect or consequential damages, lost profits or business, or any directorother liability or claim (other than for direct damages), oÇcereven if reasonably foreseeable or Xxxxxxx Mac has been advised of the possibility of such loss, employee damage, liability or agent of claim. In performing its responsibilities under this Agreement, Xxxxxxx Mac may rely employ agents or independent contractors. Xxxxxxx Mac shall not be subject to the control of Holders in good faith on any document manner in the discharge of any kind properly submitted by any person (in writing or electronically) with respect its responsibilities pursuant to any matter arising under this Agreement. Xxxxxxx Mac shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to administer the Pass-Through Pools in accordance with responsibilities under this Agreement and which in its opinion may involve it in any expense or liability; provided. However, however, that Xxxxxxx Mac may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to this Agreement, the Pass-Through CertiÑcates, the Assets or the rights and duties of the parties hereto and in the interests of the Holders under this AgreementHolders. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses and costs of Xxxxxxx Mac.

Limitations on Liability of Xxxxxxx Mac and Others. Neither Xxxxxxx Mac nor any of its directors, oÇcers, employees or agents shall be under any liability to the Holders or BeneÑcial Owners for any action taken taken, or not taken, by them or for their refraining from the taking of any such action in good faith pursuant to under this Agreement, Agreement or for errors in judgment; provided, however, that this . This provision shall will not protect Xxxxxxx Mac or any such related person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. Xxxxxxx Mac and such related persons shall have no liability of whatever nature for special, indirect or consequential damages, lost proÑts or business, or any directorother liability or claim (other than for direct damages), oÇcereven if reasonably foreseeable or Xxxxxxx Mac has been advised of the possibility of such loss, employee damage, liability or agent of claim. In performing its responsibilities under this Agreement, Xxxxxxx Mac may rely employ agents or independent contractors. Except as otherwise provided in good faith on Article VII, Xxxxxxx Mac shall not be subject to the control of Holders in any document manner in the discharge of any kind properly submitted by any person (in writing or electronically) with respect its responsibilities pursuant to any matter arising under this Agreement. Xxxxxxx Mac shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to administer the Pass-Through Pools in accordance with responsibilities under this Agreement and which in its opinion may involve it in any expense or liability; provided. However, however, that Xxxxxxx Mac may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to this Agreement, the Pass-Through CertiÑcates, the Assets or the rights and duties of the parties hereto and in the interests of the Holders under this AgreementHolders. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses and costs of Xxxxxxx Mac.

Limitations on Liability of Xxxxxxx Mac and Others. Neither Xxxxxxx Mac nor any of its directors, oÇcers, employees or agents shall be under any liability to the Holders or BeneÑcial Owners for any action taken taken, or not taken, by them or for their refraining from the taking of any such action in good faith pursuant to under this Agreement, Agreement or for errors in judgment; provided, however, that this . This provision shall will not protect Xxxxxxx Mac or any such related person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. Xxxxxxx Mac and such related persons shall have no liability of whatever nature for special, indirect or consequential damages, lost proÑts or business, or any directorother liability or claim (other than for direct damages), oÇcereven if reasonably foreseeable or Xxxxxxx Mac has been advised of the possibility of such loss, employee damage, liability or agent of claim. In performing its responsibilities under this Agreement, Xxxxxxx Mac may rely employ agents or independent contractors. Xxxxxxx Mac shall not be subject to the control of Holders in good faith on any document manner in the discharge of any kind properly submitted by any person (in writing or electronically) with respect its responsibilities pursuant to any matter arising under this Agreement. Xxxxxxx Mac shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to administer the Pass-Through Pools in accordance with responsibilities under this Agreement and which in its opinion may involve it in any expense or liability; provided. However, however, that Xxxxxxx Mac may in its discretion undertake any such legal action which it may deem necessary or desirable with respect to this Agreement, the Pass-Through CertiÑcates, the Assets or the rights and duties of the parties hereto and in the interests of the Holders under this AgreementHolders. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses and costs of Xxxxxxx Mac.