Liability of Depositor; Indemnities. (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.
(b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes.
(c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee (in such role and as successor Servicer), the Noteholders and the Certificateholders from and against any loss, liability, claim, action, suit, costs or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or State securities laws in connection with the registration or the sale of the Notes.
(d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (in such role and as successor Servicer) and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, actions, suits, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the ...
Liability of Depositor; Indemnities. 37 SECTION 6.03. Merger or Consolidation of, or Assumption of the Obligations of, Depositor...................................38 SECTION 6.04. Limitation on Liability of Depositor and Others........................................................................................39 SECTION 6.05. Depositor May Own the Certificate or Notes............................................................................................39 ARTICLE VII THE SERVICER.......................................................................................................................................................39
Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement (which shall not include distributions on account of the Notes or the Certificates).
Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement, and hereby agrees to the following:
(a) The Depositor shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor's willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Depositor's violation of federal or State securities laws in connection with the registration or the sale of the Notes or the Certificates.
(b) Indemnification under this Section 5.2 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without interest.
Liability of Depositor; Indemnities. 52 Section 5.03. Merger, Consolidation or Assumption of the Obligations of Depositor; Certain Limitations........
Liability of Depositor; Indemnities. 63 Section 6.17
Liability of Depositor; Indemnities. Merger or Consolidation of, or Assumption of the Obligations of, Depositor
Liability of Depositor; Indemnities. 65 Section 6.17. Bankruptcy Limitations....................................67 Section 6.18. Limitation on Liability of Depositor and Others...........67 Section 6.19. Chief Executive Office....................................67
Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement and the representations made by the Depositor in this Agreement. The Depositor shall indemnify, defend, and hold harmless the Originator, the Servicer, the Trustee, the Custodian, the Back-up Servicer, the Collateral Agent and the Certificate Insurer and each of their respective officers, employees and directors from and against any loss, liability or expense incurred by reason of (a) the Depositor's willful misfeasance, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this 89 Agreement or (b) the Depositor's violation of Federal or State securities laws in connection with the sale of the Certificates. Indemnification under this Section 6.2 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any indemnity payments to the Trustee, the Custodian, the Collateral Agent or the Back-up Servicer pursuant to this Section and the Trustee or the Back-up Servicer thereafter shall collect any of such amounts from others, the Trustee, the Custodian, the Collateral Agent or the Back-up Servicer shall repay such amounts to the Depositor, without interest.
Liability of Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement (which shall not include distributions on account of the Notes or the Certificates), and hereby agrees to the following: The Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Property.
