Common use of Measure of Liability Clause in Contracts

Measure of Liability. Neither Xxxxxx Mae nor the Trustee, nor any of their respective directors, officers, employees or agents, 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, the Trustee or any Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any 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 the Trustee 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 or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Xxxxxx Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Mae Xxx nor the Trustee, nor any of their respective directors, officers, employees or agents, 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 XxxMae, the Trustee or any Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any 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 the Trustee 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 or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Xxxxxx Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys’ ' fees.

Measure of Liability. Neither Xxxxxx Mae Xxx nor the Trustee, nor any of their respective directors, officers, employees or agents, 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 XxxMae, the Trustee or any Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any 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 the Trustee 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 or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Xxxxxx Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Mae nor the Trustee, nor any of their respective directors, officers, employees or agents, 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, the Trustee or any such other Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any 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 the Trustee 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 If Xxxxxx Xxx or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Xxxxxx Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Mae Xxx nor the Trustee, nor any of their respective directors, officers, employees or agents, 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 XxxMae, the Trustee or any Person person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any 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 the Trustee 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 or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreementaction, Xxxxxx Mae or for its own account shall pay and defray the Trustee, as applicable, shall be reimbursed for expense of any liability or expense incurred in connection therewithsuch action, including attorneys’ fees.

Measure of Liability. Neither Xxxxxx Mae nor the TrusteeXxx, in either of its capacities hereunder, nor any of their respective the directors, officers, employees or agents, 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, the Trustee Xxx or any Person such person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee Xxx, in either of its capacities hereunder, shall have any 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 the Trustee 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 or the Trustee Xxx, in either of its capacities hereunder, in its discretion so determines to undertake any such legal action in connection with this Trust Agreementaction, Xxxxxx Mae or for its own account shall pay and defray the Trustee, as applicable, shall be reimbursed for expense of any liability or expense incurred in connection therewithsuch action, including attorneys’ fees.