Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Custodian and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture; provided, however, the Servicer shall not be obligated to indemnify any party hereunder to the extent the related liability results from such party’s gross negligence or willful misconduct. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. In addition, so long as Silverleaf or any Affiliate thereof acts as Servicer, the Servicer hereby agrees to indemnify the Indenture Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense, including any loss, liability or expense directly or indirectly incurred (regardless of negligence or bad faith on the part of the Indenture Trustee or the Servicer) to the extent that such loss, liability or expense arose of out of or was imposed on the Indenture Trustee as a result of any penalty or other cost imposed by the Internal Revenue Service or other taxing authority. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Seller, the Buyer, and the Custodian (collectively, the “Servicer Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectability of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Servicer Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Agreement, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Agreement, or its release thereof except as contemplated by this Agreement. The Servicer shall immediately notify the Seller and the Buyer if it has knowledge or should have knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, assume, with the consent of the Buyer, the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. This Section 10(o) shall survive the termination of this Agreement or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. 47 SECTION 5.16. Backup Servicer. 48 SECTION 5.17. Aruba Notices. 49 SECTION 5.18. Recordation. 49 ARTICLE VI. EVENTS OF DEFAULT; REMEDIES 49
Indemnification; Third Party Claim. 46 SECTION 5.16. Backup Servicer. 46 SECTION 5.17. Aruba Notices. 47 SECTION 5.18. Recordation. 48
Indemnification; Third Party Claim. 36 Section 5.16 Back-Up Servicer and Successor Servicer 36 Section 5.17 Limitation on Liability 39 Section 5.18 Recordation 39 ARTICLE VI EVENTS OF DEFAULT; REMEDIES 39 Section 6.01 Events of Default 39 Section 6.02 Acceleration of Maturity; Rescission and Annulment 42 Section 6.03 Remedies 43 Section 6.04 Indenture Trustee May File Proofs of Claim 44
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Custodian, the Administrative Agent and the Purchasers (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer, the Administrative Agent and the Indenture Trustee if it has knowledge or should have knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment KL2 2787938.7 or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. 37 SECTION 5.16. Backup Servicer. 37 SECTION 5.17. Aruba Notices. 38 SECTION 5.18. Recordation. 38 ARTICLE VI. EVENTS OF DEFAULT; REMEDIES 38 SECTION 6.1. Notice of Defaults. 38 SECTION 6.2. Acceleration of Maturity; Rescission and Annulment. 39 SECTION 6.3. Remedies. 40 SECTION 6.4. Indenture Trustee May File Proofs of Claim. 41 SECTION 6.5. Indenture Trustee May Enforce Claims Without Possession of Notes. 42 SECTION 6.6. Application of Money Collected. 42
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Custodian and the Noteholders (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with
Indemnification; Third Party Claim. 38 Section 5.16 Back-Up Servicer and Successor Servicer.......................................38
