Common use of Limitation on Liability of the Clause in Contracts

Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the -------- ------- Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision -------- ------- shall not protect the Servicer or any such Person ------- against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its discretion undertake -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate AccountAccounts, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account Accounts as provided by Section 5.03.

Limitation on Liability of the. Contract SellerServicing Advisor, the ----------------------------------------------------- Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract SellerServicing Advisor or the Servicer, the Servicer nor any of ------------------- their respective partners, shareholders, directors, officers, employees or agents agents, shall be under any liability to the Trustee Trust or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, action in good faith pursuant to this AgreementAgreement or any Loan Document, or for errors in judgment; provided, -------- however, that this provision shall not protect the Contract Seller Servicing Advisor, -------- ------- the Servicer or any such ------- Person person against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its willful misconduct, duties or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of reckless disregard of his or its willful misconduct or gross negligenceobligations and duties hereunder. The Contract SellerServicing Advisor, the Servicer and any of their respective partners, directors, officersofficers or employees, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicing Advisor, the Servicer and each of their respective partners, shareholders, directors, officers, employees or agents, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, any Loan Document or the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of his or its duties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. Neither the Contract Seller Servicing Advisor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises is not incidental to its duties under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which that in its opinion may involve it in any expenses expense or liability; provided, however, that the Servicer Servicing -------- ------- Advisor or the Servicer, as the case may be, may in its -------- ------- discretion and with the prior written consent of the Required Holders (and if the Class A Certificates are outstanding, Holders of Class B Certificates evidencing at least 66 2/3% of the Aggregate Class B Certificate Principal Balance), undertake any such other legal action which it may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto. In hereto and the interest of the Certificateholders hereunder and, in such event, the reasonable legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from of the Certificate AccountTrust Estate, and the Servicing Advisor or the Servicer shall be entitled to be reimbursed therefor out therefor. Any amounts payable to the Servicing Advisor or the Servicer under this Section 7.02 will be payable solely from funds available to be distributed on each Distribution Date pursuant to Section 5.03(b)(iv)(M) or Section 5.03(b)(iv)(O) hereof, as applicable, and in no event will be payable prior to the payment of the Certificate Account as provided by Section 5.03distributions required to be made to Class A Certificateholders on any Distribution Date.

Limitation on Liability of the. Contract SellerSellers, the Servicer ------------------------------------------------------------- and ---------------------------------------------------------------- Others. ------ ---------- Neither the Contract SellerSellers, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller Sellers or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract SellerSellers, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller Sellers nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the applicable Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the applicable Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither ---------------------------------------------------------------- None of the Contract Seller, the Servicer nor or any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; providedPROVIDED, -------- howeverHOWEVER, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement by the Servicer of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer ------------------------------------------------------------- and ---------------------------------------------------------------- Others. ------ ---------- Neither the Contract Seller, the Servicer nor any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the --------- ------- Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, ------- further that this provision -------- ------- shall not protect the Servicer or any such Person ------- against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement by the Servicer of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Master Servicer and ---------------------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Contract Seller, the Master Servicer nor any of their the directors, officers, ------ employees or agents of the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, -------- however, that this provision shall not protect the Contract Seller Master Servicer or any such ------- Person person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its willful misconduct, performance of its duties or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of reckless disregard for its willful misconduct or gross negligenceobligations and duties under this Agreement. The Contract Seller, the Master Servicer and any director, officer, employee or agent of their directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the The Master Servicer shall be under any no obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with that is not incidental to its duties to master service the enforcement of any Contract Mortgage Loans in accordance with this Agreement) Agreement and which that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its -------- ------- sole discretion undertake any such other legal action which that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from of the Certificate Account, Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account it maintains as provided by Section 5.034.02.

Limitation on Liability of the. Contract Seller, the Master Servicer and ---------------------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Contract Seller, the Master Servicer nor any of their the directors, officers, ------ employees or agents of the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, -------- however, that this provision shall not protect the Contract Seller Master Servicer or any such ------- Person person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its willful misconduct, performance of its duties or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of reckless disregard for its willful misconduct or gross negligenceobligations and duties under this Agreement. The Contract Seller, the Master Servicer and any director, officer, employee or agent of their directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the The Master Servicer shall be under any no obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with that is not incidental to its duties to master service the enforcement of any Contract Mortgage Loans in accordance with this Agreement) Agreement and which that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its -------- ------- sole discretion undertake any such other legal action which that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from of the Certificate Account, Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account it maintains as provided by Section 5.034.

Limitation on Liability of the. Contract Seller, the Master Servicer and ---------------------------------------------------------------- -------------------------------------------------- Others. ------ Neither the Contract Seller, the Master Servicer nor any of their the directors, officers, ------ employees or agents of the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, action in good faith pursuant to this Agreement, or for errors in judgment; provided, -------- however, that this -------- ------- provision shall not protect the Contract Seller Master Servicer or any such ------- Person person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its willful misconduct, performance of its duties or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of reckless disregard for its willful misconduct or gross negligenceobligations and duties under this Agreement. The Contract Seller, the Master Servicer and any director, officer, employee or agent of their directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the The Master Servicer shall be under any no obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with that is not incidental to its duties to master service the enforcement of any Contract Mortgage Loans in accordance with this Agreement) Agreement and which that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may -------- ------- in its -------- ------- sole discretion undertake any such other legal action which that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from of the Certificate Account, Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account it maintains as provided by Section 5.034.02.

Limitation on Liability of the. Contract Seller, the Servicer ------------------------------------------------------------ and ---------------------------------------------------------------- Others. ------ ---------- Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the --------------------------------------------------- Servicer and ---------------------------------------------------------------- Others. ------ Neither ------------------- None of the Contract Seller, the Servicer nor or any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the -------- ------- Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision -------- ------- shall not protect the Servicer or any such Person ------- against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither of the Contract Seller nor or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement by the Servicer of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer ------------------------------------------------------------ and ---------------------------------------------------------------- Others. ------ ---------- Neither the Contract Seller, the Servicer nor any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the -------- ------- Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision -------- ------- shall not protect the Servicer or any such Person ------- against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement by the Servicer of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.

Limitation on Liability of the. Contract Seller, the Servicer ------------------------------------------------------------ and ---------------------------------------------------------------- Others. ------ Neither ---------- None of the Contract Seller, the Servicer nor or any of their members, shareholders, directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the -------- ------- Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, -------- further that this provision -------- ------- shall not protect the Servicer or any such Person ------- against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their members, shareholders, directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither of the Contract Seller nor or the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement by the Servicer of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such -------- ------- other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.