Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Trust Depositor under this Agreement. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible personal property, New York personal property replacement privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the transfer of the Contracts to the Issuer or the issuance and original sale of the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses in defending against the same. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’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, including all reasonable and documented legal fees, costs and expenses incurred in connection with the enforcement of this indemnity. The Trust Depositor shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee from and against 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 and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner Trustee or Wilmington Trust, National Association, as the case may be, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or Wilmington Trust, National Association, as the case may be, or shall arise from the breach by ...
Liability of Trust Depositor; Indemnities. 68 Section 6.17. Bankruptcy Limitations...................................................................69 Section 6.18. Limitation on Liability of Trust Depositor and Others....................................69 Section 6.19. Chief Executive Office...................................................................70 ARTICLE SEVEN ESTABLISHMENT OF ACCOUNTS; DISTRIBUTIONS; RESERVE FUND
Liability of Trust Depositor; Indemnities. 67 Section 6.17
Liability of Trust Depositor; Indemnities. 29 Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations..................................................30 Section 6.04. Limitation on Liability of Trust Depositor and Others.................................30 Section 6.05. Trust Depositor Not to Resign.........................................................31 Section 6.06. Trust Depositor Will Own Certificates.................................................31 ARTICLE SEVEN
