Common use of Measure of Liability Clause in Contracts

Measure of Liability. Neither Farmer Mac nor ▇▇▇▇▇ 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 and any related Issue Supplement, or for errors in judgment; provided, however, that this provision shall not protect Farmer Mac or ▇▇▇▇▇ 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. Neither Farmer Mac no▇ ▇▇▇▇C shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to their respective duties under this Trust Agreement and any related Issue Supplement and which in their opinion may involve either of them in expense or liability; provided, however, that either Farmer Mac or ▇▇▇▇▇ in their discretion may undertake any such legal action which they may deem necessary or desirable in the interests of Holders of Certificates. In the event that either Farmer Mac or ▇▇▇▇▇ in their discretion so determine to undertake any such legal action, the party taking such action for its own account shall pay and defray the expense of any such action, including attorneys' fees. Such expense resulting from any such legal action shall be reimbursable only to the extent amounts are available for withdrawals from the Certificate Account pursuant to clause fourth of Section 5.03.

Measure of Liability. Neither Farmer Mac nor ▇▇▇▇▇▇ Mac nor FMMSC 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 and any related Issue Supplement, or for errors in judgment; provided, however, that this provision shall not protect Farmer Mac or ▇▇▇▇▇▇ Mac or FMMSC 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. Neither Farmer Mac no▇ ▇▇▇▇C ▇▇ Mac nor FMMSC shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to their respective duties under this Trust Agreement and any related Issue Supplement and which in their opinion may involve either of them in expense or liability; provided, however, that either Farmer Mac or ▇▇▇▇▇▇ Mac or FMMSC in their discretion may undertake any such legal action which they may deem necessary or desirable in the interests of Holders of Certificates. In the event that either Farmer Mac or ▇▇▇▇▇▇ Mac or FMMSC in their discretion so determine to undertake any such legal action, the party taking such action for its own account shall pay and defray the expense of any such action, including attorneys' , fees. Such expense resulting from any such legal action shall be reimbursable only to the extent amounts are available for withdrawals from the Certificate Account pursuant to clause fourth of Section 5.03.