Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.
(b) The Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees, and the Noteholders 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 the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.
(c) The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.
(d) The Servicer (when the Servicer is not AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, their respective officers, directors, agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and cos...
Liability of Servicer; Indemnities. 49 Section 9.2 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or Backup Servicer..............50 Section 9.3 Limitation on Liability of Servicer, Backup Servicer and Others.......................................................51 Section 9.4
Liability of Servicer; Indemnities. 58 SECTION 7.03 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer...................................59 SECTION 7.04 Limitation on Liability of Servicer and Others.................59 SECTION 7.05 Servicer Not to Resign.........................................60
Liability of Servicer; Indemnities. 48 SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer....
Liability of Servicer; Indemnities. 68 SECTION 6.02 Corporate Existence; Status as Servicer; Merger.........................69 SECTION 6.03 Performance of Obligations..............................................70 SECTION 6.04 Servicer Not to Resign; Assignment......................................70 SECTION 6.05 Limitation on Liability of Servicer and Others..........................71
Liability of Servicer; Indemnities. 72 SECTION 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer . . . . . . . . . . . . . . . . 74 SECTION 7.4 Limitation on Liability of Servicer and Others . . . .
Liability of Servicer; Indemnities. 52 Section 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer..........................................................................54 Section 7.4 Limitation on Liability of Servicer and Others........................................54 Section 7.5 Servicer Not to Resign................................................................55 Section 7.6 Servicer May Own Notes or Certificates................................................55 ARTICLE VIII - SERVICING TERMINATION.............................................................................55 Section 8.1 Events of Servicing Termination.......................................................55 Section 8.2 Indenture Trustee to Act; Appointment of Successor Servicer...........................57 Section 8.3 Effect of Servicing Transfer..........................................................58 Section 8.4 Notification to Noteholders and Certificateholders....................................58 Section 8.5 Waiver of Past Events of Servicing Termination........................................58 ARTICLE IX - TERMINATION.........................................................................................59 Section 9.1 Optional Purchase of All Receivables..................................................59 ARTICLE X - MISCELLANEOUS PROVISIONS.............................................................................60
Liability of Servicer; Indemnities. The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following:
Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such and, in the case of FEFG, without limitation of its obligations hereunder in its individual capacity) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.
(b) Subject to the proviso in the second sentence of Section 8.2, the Servicer shall defend, indemnify and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees, and the Noteholders 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 the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.
(c) The Servicer (if FEFG is the Servicer) shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Issuer or the issuance and original sale of the Notes) and costs and expenses in defending against the same.
(d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders 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 the Issuer, the Trustee, the Backup Servicer, the Security Insurer or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.
(e) Indemnification under this Article shall survive the termin...
Liability of Servicer; Indemnities. 62 SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Trust Collateral Agent ......
