Liability of Master Servicer; Indemnities. Subject to Section 8.02, the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. Such obligations shall include the following:
(a) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer, any Subservicer or any of their respective Affiliates of a Financed Vehicle.
(b) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Backup Servicer from and against any taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Contracts to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Contracts, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same.
(c) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Securityholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.
(d) The Master Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein or the Trust Agreement contained, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasa...
Liability of Master Servicer; Indemnities. Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer SECTION 9.4. Limitation on Liability of Master Servicer and Others
Liability of Master Servicer; Indemnities. 47 SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer 48 SECTION 9.4. Limitation on Liability of Master Servicer and Others 49 SECTION 9.5. Delegation of Duties 50 SECTION 9.6. Master Servicer Not to Resign 50 SECTION 9.7. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers 50 SECTION 9.8. Successor Sub-Servicers 51 ARTICLE X Default
Liability of Master Servicer; Indemnities. 55 Section 9.3 Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer..............56 Section 9.4 Limitation on Liability of Master Servicer and Others............................................57 Section 9.5
Liability of Master Servicer; Indemnities. 47 SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer or the Trust Collateral Agent...................................49
Liability of Master Servicer; Indemnities. 46 SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer 47 SECTION 9.4. Limitation on Liability of Master Servicer and Others 48 SECTION 9.5. Delegation of Duties 49 SECTION 9.6. Master Servicer Not to Resign 49 SECTION 9.7. Sub-Servicing Agreements Between Master Servicer and Sub-Servicers 49 SECTION 9.8. Successor Sub-Servicers 50 ARTICLE X Default SECTION 10.1.Master Servicer Termination Event 50 SECTION 10.2.Consequences of a Master Servicer Termination Event 52 SECTION 10.3.Appointment of Successor 52 SECTION 10.4.Notification to Noteholders and Certificateholders 53 SECTION 10.5.Waiver of Past Defaults 54 SECTION 10.6.Successor to Master Servicer 54 ARTICLE XI Termination SECTION 11.1.Optional Purchase of All Receivables 54 ARTICLE XII Administrative Duties of the Master Servicer SECTION 12.1.Administrative Duties. 55 SECTION 12.2.Records 57 SECTION 12.3.Additional Information to be Furnished to the Issuer 57 ARTICLE XIII Miscellaneous Provisions SECTION 13.1. Amendments 58 SECTION 13.2. Protection of Title to Trust 59 SECTION 13.3. Notices 61 SECTION 13.4. Assignment 61 SECTION 13.5. Limitations on Rights of Others 61 SECTION 13.6. Severability 62 SECTION 13.7. Separate Counterparts 62 SECTION 13.8. Headings 62 SECTION 13.9. Governing Law 62 SECTION 13.10. Assignment to Trustee 62 SECTION 13.11. Nonpetition Covenants 62 SECTION 13.12. Limitation of Liability of Owner Trustee 63 SECTION 13.13. Independence of the Master Servicer 63 SECTION 13.14. No Joint Venture 63 EXHIBITS Exhibit A - Form of Servicer's Certificate Exhibit B - Form of Transfer Agreement Exhibit C - Form of Request for Release and Receipt of Documents Exhibit D - Form of Trustee's Acknowledgement AMENDED AND RESTATED MASTER SALE AND SERVICING AGREEMENT dated as of November 1, 1998, among HOUSEHOLD AUTOMOBILE REVOLVING TRUST I, a Delaware business trust (the "Issuer"), HOUSEHOLD AUTO RECEIVABLES CORPORATION, a Nevada corporation (the "Seller"), HOUSEHOLD FINANCE CORPORATION, a Delaware corporation (the "Master Servicer") and THE CHASE MANHATTAN BANK, a New York banking corporation, in its capacity as Trustee.
Liability of Master Servicer; Indemnities. 47 SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer. . . . . . . . . . . . . . . . . . . .48 SECTION 9.4. Limitation on Liability of Master Servicer and Others. . . . . .49
Liability of Master Servicer; Indemnities. (a) The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement and shall have no other obligations or liabilities hereunder.
(b) Subject to the provisions of Section 3.4(d) hereof, the Master Servicer shall indemnify, defend and hold harmless the Issuer from and against any and all losses, liabilities or expenses (including reasonable attorneys’ fees) to the extent such losses, liabilities or expenses arose out of or were imposed upon the Issuer through the willful misconduct, negligence or bad faith of the Master Servicer in the performance of its duties under this Agreement or any other Transaction Document or by reason of reckless disregard of its obligations and duties hereunder or thereunder.
(c) For purposes of this Section 4.2, in the event of the termination of the rights and obligations of the Master Servicer pursuant to Section 5.1 hereof, or a resignation by the Master Servicer pursuant to Section 4.5 hereof, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 5.2 hereof.
(d) Liability of the Master Servicer under this Section 4.2 shall survive the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section 4.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest. Such Person to or on behalf of whom such payments are made shall cooperate with the Master Servicer, at the expense of the Master Servicer, to recover from third parties any amounts that may be due to such Person and remit the same to the Master Servicer.
Liability of Master Servicer; Indemnities. The Master Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Master Servicer and the representations made by the Master Servicer.
Liability of Master Servicer; Indemnities. 47 Section 6.03. Merger, Consolidation or Assumption of the Obligations of Master Servicer..........................49 Section 6.04. Limitation on Liability of Master Servicer and Others..............................................49 Section 6.05. Wachovia Bank Not to Resign as Master Servicer.....................................................50 Section 6.06. Master Servicer May Own Securities.................................................................50 ARTICLE SEVEN SERVICER TERMINATION EVENTS
