Common use of Indemnification; Third Party Claim Clause in Contracts

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 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 collectability 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 herewiththerewith, 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 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 collectability 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 '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 herewiththerewith, 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 Issuer, the Indenture Trustee, the Backup ServicerOwner Trustee, the Custodian Custodian, the Back-up Servicer 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 KL2 2817472.7 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 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Owner Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the Priority of Distributions and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Custodian Custodian, the Administrative Agent and the Noteholders 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; 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 Issuer, the Administrative Agent and the Indenture Trustee if it has Knowledge 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the priority of distributions in Sections 3.4 and 6.6, and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Back-Up Servicer, the Custodian Custodian, the Administrative Agent and the Noteholders (each, an “Indemnified Party”) 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 (collectively, “Costs”) 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 IndentureIndenture and Servicing 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 IndentureIndenture and Servicing Agreement, or its release thereof except as contemplated by this Indenture; providedIndenture and Servicing Agreement, however, the Servicer shall not be obligated to indemnify other than any party hereunder Costs attributable directly to the extent the related liability results from such party’s gross negligence negligence, bad faith or willful misconductmisconduct of an Indemnified Party. The Servicer shall immediately notify the Issuer Issuer, the Administrative Agent and the Indenture Trustee if it has Knowledge 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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 and Servicing Agreement or the resignation or removal of the Servicer hereunder.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the IssuerBorrower, the Indenture TrusteeCollateral Agent, the Backup Paying Agent, Back-Up Servicer, the Custodian Custodian, the Administrative Agent and the Noteholders Lenders (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility collectability of any Timeshare Loan), claims, losses, reasonable attorneys’ fees and related costscosts (including reasonable legal fees and expenses, and including any legal fees, costs and Diamond - Collateral and Servicing Agreement #39303843 expenses incurred in connection with any enforcement (including any action, claim or suit brought by any indemnified party) of any indemnification or other obligation of the indemnifying party or others hereunder), 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 IndentureAgreement, 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 IndentureAgreement, 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 misconductAgreement. The Servicer shall immediately notify the Issuer Borrower, the Administrative Agent, the Collateral Agent, the Paying Agent, the Back-Up Servicer and the Indenture Trustee Custodian if it has Knowledge 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, the Servicer shall assume, with the consent of the Indenture TrusteeCollateral Agent and/or the Paying Agent, the Back-Up Servicer and the Custodian, as applicable, the defense of any such claim and pay all expenses in connection herewiththerewith, 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 Agreement or the assignment, resignation or removal of the Servicer or any of the indemnified parties hereunder.. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Servicer, to the extent not paid by the Servicer, shall be reimbursed in accordance with Section 3.4 or 6.6 hereof, as applicable. The Borrower agrees to indemnify, defend, and hold harmless the Collateral Agent, the Paying Agent, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses, and including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought by any indemnifying party) of any indemnification or other obligation of the indemnifying party or others hereunder) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or gross negligence of such indemnified party, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Indemnification under this paragraph of Section 5.15 by the Borrower shall survive the termination of this Agreement or the assignment, resignation or removal of any of the indemnified parties. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Borrower shall be subject to the priority of distributions in Sections 3.4 and 6.6, as applicable, and such obligations are limited recourse obligations of the Borrower payable solely from the Subject Collateral. If any Person ever alleges such willful misconduct, bad faith or gross negligence by any indemnified party, the indemnification provided for in this section shall nonetheless be paid as set forth herein, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged willful misconduct, bad faith or gross negligence. Diamond - Collateral and Servicing Agreement #39303843

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 44 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 Issuer, the Indenture Trustee, the Backup ServicerOwner Trustee, the Custodian Custodian, the Back-up Servicer and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility collectability 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 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Owner Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to Section 3.04 or Section 6.06 hereof, as applicable, and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup ServicerOwner Trustee, the Custodian Custodian, the Back-up Servicer 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 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Owner Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the Priority of Distributions and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Custodian Custodian, the Administrative Agent and the Noteholders 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; 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 Issuer, the Administrative Agent and the Indenture Trustee if it has Knowledge 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein or in the other Transaction Documents, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the priority of distributions in Sections 3.4 and 6.6, and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate. Such indemnification shall include, but not be limited to, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, payments, costs or expenses relating to or arising out of (a) the conduct of any Diamond Resorts Entity and any Obligor of any transaction by electronic means, (b) the creation, generation, communication or transfer of Electronic Timeshare Loan Files by electronic means, (c) the utilization by any Diamond Resorts Entity of the web portal, the eOriginal System or software of eOriginal, (d) the failure of the eOriginal System to create and maintain a single Authoritative Copy of any document in any Electronic Timeshare Loan File or to otherwise conform to the eOriginal System description, except due to a modification made by or at the direction of the Custodian not in compliance with the terms of this Agreement or the Custodial Agreement or not at the direction of the Administrative Agent, (e) the negligence, or fraudulent or willful misconduct of eOriginal in connection with the Electronic Timeshare Loan Files and (f) any system failure, loss of data, data breach or other impairment with respect to, or any inability of the Custodian, the Servicer, any other Diamond Resorts Entity or the Administrative Agent to access, the eOriginal System or the Warehouse Vault Partition or the Electronic Timeshare Loan Files therein.

Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup ServicerOwner Trustee, the Custodian Custodian, the Back-up Servicer and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility collectability 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 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, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewiththerewith, 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. The Issuer agrees to indemnify, defend, and hold harmless the Indenture Trustee, the Owner Trustee, the Servicer, the Custodian and the Back-up Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misconduct, bad faith or negligence of such indemnified party. Indemnification under this paragraph of Section 5.15 by the Issuer shall survive the termination of this Indenture. The indemnified parties in this paragraph of Section 5.15 agree that any indemnification by the Issuer shall be subject to the Priority of Distributions and such obligations are limited recourse obligations of the Issuer payable solely from the Trust Estate.