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.
Liability of Depositor; Indemnities. 16 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of Depositor..................17 SECTION 5.4 Limitation on Liability of Depositor and Others............................................17 SECTION 5.5 Depositor May Own Notes or Certificates....................................................17 SECTION 5.6 Depositor Certificate of Incorporation.....................................................17
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. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or 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 Transaction Documents, including any sales, gross receipts, general corporation, tangible personal property, personal property replacement privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of Contracts to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of Contract Assets, or federal or other income taxes arising out of payments from Collections on the Trust Assets) and costs and expenses in defending against the same. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and the Securityholders from and against any loss, liability or expense incurred by reason of the 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. The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Servicer (and any of their respective officers, directors, employees or agents) and any Noteholders from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance (or failure of 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 sha...
Liability of Depositor; Indemnities. 63 Section 6.17
Liability of Depositor; Indemnities. SECTION 6.03. Merger or Consolidation of, or Assumption of the Obligations of, Depositor
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. Notwithstanding anything set forth in this Section 6.3, the Depositor shall only be required to indemnify the parties listed below to the extent of any Available Funds remaining following distributions made pursuant to clauses (i) through (xi) of Section 5.6(a) (the “Depositor Indemnification Cap”); provided, however, that if the aggregate amount of indemnification for which the Depositor would otherwise be required to indemnify the parties listed below pursuant to this Section 6.3 exceeds the Depositor Indemnification Cap, the Servicer shall indemnify the parties listed below for the difference. In addition, the indemnification provided herein shall not constitute a claim (as defined in Section 101(5) of the Code) and recourse against the Depositor.
Liability of Depositor; Indemnities. 44 Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Depositor...................................44 Section 6.05. Limitation on Liability of Depositor and Others.............45 Section 6.06. Depositor May Own Securities................................45 Section 6.07.
Liability of Depositor; Indemnities. 27 Section 5.03. Merger, Consolidation or Assumption of the Obligations of Depositor 29 Section 5.04. Limitation on Liability of Depositor and Others 29 Section 5.05. Depositor Not to Resign 29 Section 5.06. Depositor May Own Securities 29 Section 5.07. Covenants of Depositor 29 ARTICLE SIX THE SERVICER Section 6.01. Representations and Warranties of Servicer 31 Section 6.02. Liability of Servicer; Indemnities 32 Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of Servicer 33 Section 6.04. Limitation on Liability of Servicer and Others. 34 Section 6.05. MBFS USA Not to Resign as Servicer 34 Section 6.06. Servicer May Own Securities 35 Page ARTICLE SEVEN SERVICER TERMINATION EVENTS Section 7.01. Servicer Termination Events 36 Section 7.02. Appointment of Successor Servicer 37 Section 7.03. Effect of Servicing Transfer. 38 Section 7.04. Notification to Noteholders and Rating Agencies 39 Section 7.05. Waiver of Past Servicer Termination Events 39 Section 7.06. Repayment of Advances 39 ARTICLE EIGHT TERMINATION
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 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.
