Common use of Liability of Seller; Indemnities Clause in Contracts

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. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and the termination or assignment of this Agreement, the Indenture, the Trust Agreement or the Holding Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

Liability of Seller; Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Holding Trust, the Owner Trustee, Trustee[,][and] 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. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee [or the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] and the termination or assignment of this Agreement, the Indenture, the Trust Agreement or the Holding Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.