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 Agreement.
Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee 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 sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.
Liability of Seller; Indemnities. 55 Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of, the Seller; Certain Limitations........................................... 56 Section 6.04. Limitation on Liability of Seller and Others.............................. 57 Section 6.05. Seller Not to Resign...................................................... 58 Section 6.06. Seller May Own Securities................................................. 58 ARTICLE SEVEN
Liability of Seller; Indemnities. 62 7.3. Merger or Consolidation of, or Assumption of the Obligations of, Seller................. 62 7.4. Limitation on Liability of Seller and Others........................................ 63 7.5. Seller May Own Certificates........................ 63
Liability of Seller; Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Holding Trust, the Owner Trustee, the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and the officers, directors, employees and agents thereof and the Noteholders from and against any losses, liabilities or expenses incurred by reason of the Seller’s violation of federal or state securities laws in connection with the registration and sale of the Notes.
Liability of Seller; Indemnities. SECTION 6.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller
Liability of Seller; Indemnities. 68 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller . . . . . . . . . . . . . . . . . 70 SECTION 6.4 Limitation on Liability of Seller and Others . . . . . . . 70 SECTION 6.5 Seller May Own Notes or Certificates . . . . . . . . . . . 70
Liability of Seller; Indemnities. 9 ARTICLE X MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SELLER Section 10.01. Merger of Consolidation of, or Assumption of the Obligations of Seller...........................10
Liability of Seller; Indemnities. SECTION 8.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller SECTION 8.5. Limitation on Liability of Seller and Others SECTION 8.6. Seller May Own Certificates or Notes
Liability of Seller; Indemnities. 9 ARTICLE X MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SELLER
