Liability of the Transferor. The Transferor shall be liable only to the extent of the obligations specifically undertaken by the Transferor under this Agreement and the representations made by the Transferor in this Agreement.
Liability of the Transferor. The Transferor or any subsequent transferee, as holder of the Trust Certificate, shall defend, indemnify and hold harmless the Issuer, the Owner Trustee and each Paying Agent from and against any and all taxes that may at any time be asserted against the Issuer or the Owner Trustee with respect to the transactions contemplated herein, including any sales, use, gross receipts, general corporation, tangible personal property, privilege, license or income taxes, taxes on or measured by income or any state or local taxes assessed on the Issuer, the Owner Trustee or any Paying Agent resulting from the location of assets of the Issuer or the presence of the Owner Trustee or any Paying Agent and costs and Expenses in defending against the same; provided, however, that the foregoing indemnity shall not include income taxes on any fees payable to, or Expenses reimbursed to, the Owner Trustee or any Paying Agent.
Liability of the Transferor. Except to the extent otherwise provided in this Agreement or in the other Transaction Documents, the Transferor shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.
Liability of the Transferor. The Transferor shall be liable in accordance herewith to the extent of the obligations specifically undertaken by the Transferor; provided, however, that to the extent the Transferor’s liabilities constitute monetary claims against the Transferor, such claims shall not constitute claims against the Trust Assets, and shall only constitute a monetary claim against the Transferor to the extent the Transferor has funds sufficient to make payment on such liabilities from amounts paid to it as Holder of the Transferor Interest.
Liability of the Transferor. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor in such capacity herein. SECTION 7.2
Liability of the Transferor. (a) The Transferor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.
Liability of the Transferor. The Transferor shall be severally, and not jointly, liable for all obligations, covenants, representations and warranties of the Transferor arising under or related to this Agreement or any Supplement. Except as provided in the preceding sentence, the Transferor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as the Transferor. Section 7.2 Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, consolidate with or merge into any other entity or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose entity whose powers and activities are limited to substantially the same degree as provided in the Transferor LLC Agreement and, if the Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunder; and (y) the Transferor or the surviving entity, as the case may be, has delivered to the Trustee (with a copy to the Rating Agency) an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity, and that all conditions precedent herein provided for relating to such transaction have been complied with; and (ii)...
Liability of the Transferor. Each Transferor (including any Additional Transferors) shall be severally and not jointly liable for the obligations, covenants, representations and warranties of such Transferor arising under or related to this Agreement or any Supplement. Each Transferor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as a Transferor.
Liability of the Transferor. (a) The Transferor, as holder of the Transferor Trust Certificate and the Subordinated Notes, shall be liable directly to (other than payment of principal and interest on the Securities) and shall indemnify any party entitled thereto for all Expenses of the Issuer incurred in connection with the 1999-A SUBI Assets to the extent that the Transferor, as holder of the Transferor Trust Certificate and the Subordinated Notes, would be liable if the Issuer were a partnership under the Delaware Revised Uniform Limited Partnership Act (or the Delaware Uniform Partnership Law) in which each such holder were a general partner (other than losses incurred by Senior Noteholders in their capacity as holders of limited recourse debt secured by the Owner Trust Estate or incurred by the Subordinated Noteholder or the Trust Certificateholders if such losses would nevertheless have been incurred if the Subordinated Noteholder and the Trust Certificateholders were holders of limited recourse debt secured by the Owner Trust Estate). In addition, any third party creditors of the Issuer (other than the Subordinated Noteholder and the Trust Certificateholders, to the extent they are not indemnified for investment losses, as set forth above) shall be deemed to be third party beneficiaries of this paragraph. The Transferor, as holder of the Transferor Trust Certificate and the Subordinated Notes, shall make no claim upon the Owner Trust Estate for the reimbursement of amounts paid pursuant to this Section.
Liability of the Transferor. (a) The Transferor shall pay --------------------------- organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.
