Common use of Liability of Seller Clause in Contracts

Liability of Seller. INDEMNITIES -------------------------------- The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement. (i) The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes and costs and expenses in defending against the same. (ii) The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee and the termination of these Master Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller. INDEMNITIES -------------------------------- The IndemnitiesThe Seller shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Sale Agreement., and hereby agrees to the following: (ia) The Seller shall will indemnify, defend defend, and hold harmless the Purchaser Issuer, the Owner Trustee and the Eligible Lender Indenture Trustee in its individual capacity and their officers, directors, employees and agents 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 conveyance of the Receivables to the transactions contemplated herein Issuer or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee)Securities, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuer, 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 Basic Documents) and costs and expenses in defending against the same. (iib) The Seller shall will 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 Seller's willful misfeasance, bad faith, or negligence (other than errors in judgment) 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 Seller's violation of federal or State securities laws in connection with the registration or the sale of the Securities. (c) The Seller will indemnify, defend and hold harmless the Purchaser Owner Trustee and the Eligible Lender Indenture Trustee in its individual capacity and their respective officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, of or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth contained herein and in the Sale Agreement or Trust Agreement, in the action or the inaction case of the Eligible Lender Trustee hereunderOwner Trustee, and in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage, obligation damage or liability: (ai) shall be in the case of the Owner Trustee, is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Owner Trustee or, in the case of the Indenture Trustee, is due to the willful misfeasance, bad faith or negligence (bexcept for errors in judgment) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic DocumentsIndenture Trustee; or (cii) shall arise in the case of the Owner Trustee arises from the breach by the Eligible Lender Owner Trustee of any of its representations or warranties in its individual capacity set forth in these Master Sale Terms Section 7.3 of the Trust Agreement or (iii) in the case of the Indenture Trustee arises from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture. (d) The Seller will pay any and all taxes levied or assessed upon all or any Sale Agreement. In part of the event Trust Property. (e) The Seller will defend, indemnify, and hold harmless the Issuer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the failure of a Receivable to be originated in compliance with all requirements of law and for any breach of any claimof the Seller's representations and warranties as set forth in Section 2.2, action or proceeding for which indemnity will be sought provided, that any indemnification amounts owed pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall Section 5.2 with respect to a Receivable will give effect to and not be subject to the approval duplicative of the Seller, which approval shall not be unreasonably withheld. Purchase Amount paid by the Seller pursuant to Section 2.3 hereof. (f) Indemnification under this Section shall 5.2 will survive the resignation or removal of the Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Sale Terms this Agreement and shall include will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or for the benefit on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Seller, without interest. (g) The Seller's obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the preceding sentence, the Issuer, Servicer, Indenture Trustee or Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then such Issuer, Servicer, Indenture Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, Servicer, Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(g) and the terms of this Section 5.2(g) may be enforced by an action for specific performance. The provisions of this Section 5.2(g) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

Liability of Seller. INDEMNITIES -------------------------------- (a) The Seller shall be liable in accordance herewith hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Seller under this Sale Agreementand the representations made by the Seller. 45 (b) The Seller shall defend, indemnify and hold harmless the Trustee, the Servicer, the Trust[, the Backup Servicer] and the Certificateholders, and their respective officers, directors, agents and employees, from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from (i) the use, ownership or operation, if any, by the Seller or any Affiliate thereof of a Financed Vehicle or (ii) any violation by the Seller, the Servicer or the Trust of state or federal securities laws relating to the Certificates. (ic) The Seller shall indemnify, defend and hold harmless the Purchaser and Servicer, the Eligible Lender Trustee in its individual capacity Trustee, the Trust, [the Backup Servicer,] and their respective officers, directors, employees agents and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (except any such income taxes arising out of fees paid to the Eligible Lender Trustee)employees, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes and costs and expenses in defending against the same. (ii) The Seller shall indemnify, defend and hold harmless the Purchaser and the Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, penalties, fines, forfeitures, judgments, damages and liabilities arising out of, or imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under the Sale Agreement, or by reason of reckless disregard of its obligations and duties under the Sale Agreement. (iii) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damagepenalty, obligation fine, forfeiture, judgment, damage or liability: (a) shall be due to liability arose out of, or was imposed upon the willful misfeasanceServicer, bad faith the Trustee[, the Backup Servicer] or the Trust by reason of, the breach of this Agreement by the Seller, the negligence (except for other than errors in judgment) ), misfeasance or bad faith of the Eligible Lender Trustee, (b) shall arise from any breach by Seller in the Eligible Lender Trustee performance of its covenants in its individual capacity duties under any this Agreement or by reason of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any negligent disregard of its representations or warranties in its individual capacity set forth in these Master Sale Terms or any Sale obligations and duties under this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. . (d) Indemnification under this Section 7.1 shall survive the resignation or removal of the Eligible Lender Trustee and the termination of these Master Sale Terms this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have has made any indemnity payments pursuant to this Section 7.1 and the Person to or for the benefit of whom such payments are made recipient thereafter shall collect collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Seller, without interest. (e) Notwithstanding the indemnity provisions contained in Sections 7.1(b) through (d), the Seller shall not be required to indemnify the Servicer, the Trustee, the Trust[, the Backup Servicer] or their respective officers, directors, agents or employees, against any costs, expenses, losses, damages, claims or liabilities to the extent the same shall have been (i) caused by the misfeasance, bad faith or gross negligence (or ordinary negligence in the handling of funds) of such party or (ii) suffered by reason of uncollectible or uncollected Receivables not caused by the Seller's negligence (other than errors in judgment), misfeasance or bad faith. Notwithstanding the indemnity provisions contained in Section 7.1(b), the Seller shall not be required to indemnify the Certificateholders for any losses suffered in their capacity as investors in the Certificates.