Common use of Measure of Liability Clause in Contracts

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 83 contracts

Sources: Trust Agreement, Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae ▇▇▇ nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 41 contracts

Sources: Trust Agreement, Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor the Trustee, nor any of the their respective directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 Agreement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae ▇▇▇, the Trustee or any such 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 ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall have no 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 ▇▇▇▇▇▇ Mae the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholdersthe Holders. In the event that ▇▇▇▇▇▇ ▇▇▇ or the Trustee in its discretion so determines to undertake any such legal actionaction in connection with this Trust Agreement, ▇▇▇▇▇▇ Mae or the Trustee, as applicable, shall be reimbursed for its own account shall pay and defray the any liability or expense of any such actionincurred in connection therewith, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 6 contracts

Sources: Trust Agreement, Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 2 contracts

Sources: Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae ▇▇▇ out of the Trust Fund.

Appears in 2 contracts

Sources: Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 Agreement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae Mae, the Trustee or any such 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 ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall have no 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 ▇▇▇▇▇▇ Mae the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholdersthe Holders. In the event that ▇▇▇▇▇▇ ▇▇▇ or the Trustee in its discretion so determines to undertake any such legal actionaction in connection with this Trust Agreement, ▇▇▇▇▇▇ Mae or the Trustee, as applicable, shall be reimbursed for its own account shall pay and defray the any liability or expense of any such actionincurred in connection therewith, including attorneys' fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 2 contracts

Sources: Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 2 contracts

Sources: Trust Agreement, Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae ▇▇▇, in either of its capacities hereunder, nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇, in either of its capacities hereunder, 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇, in either of its capacities hereunder, in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 1 contract

Sources: Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae ▇▇▇ in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 1 contract

Sources: Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 Agreement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae Mae, the Trustee or any such 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 ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall have no 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 ▇▇▇▇▇▇ Mae the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholdersthe Holders. In the event that ▇▇▇▇▇▇ ▇▇▇ or the Trustee in its discretion so determines to undertake any such legal actionaction in connection with this Trust Agreement, ▇▇▇▇▇▇ Mae or the Trustee, as applicable, shall be reimbursed for its own account shall pay and defray the any liability or expense of any such actionincurred in connection therewith, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 1 contract

Sources: Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor the Trustee, nor any of the their respective directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 Agreement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae ▇▇▇, the Trustee or any such person 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 ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall have no 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 ▇▇▇▇▇▇ Mae the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholdersthe Holders. In the event that If ▇▇▇▇▇▇ ▇▇▇ or the Trustee in its discretion so determines to undertake any such legal actionaction in connection with this Trust Agreement, ▇▇▇▇▇▇ Mae or the Trustee, as applicable, shall be reimbursed for its own account shall pay and defray the any liability or expense of any such actionincurred in connection therewith, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Appears in 1 contract

Sources: Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 and any related Series Supplement or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the related Trust Fund.

Appears in 1 contract

Sources: Trust Agreement

Measure of Liability. Neither ▇▇▇▇▇▇ Mae ▇▇▇ nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ 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 and any related RCR Supplement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the related Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the any Trust Fund.

Appears in 1 contract

Sources: Trust Agreement