Common use of Indemnification; Third Party Claim Clause in Contracts

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. 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.. LOAN SALE & SERVICING AGREEMENT

Indemnification; Third Party Claim. The Servicer agrees to indemnify the SellerIssuer, the BuyerIndenture Trustee, the Custodian, the Back-Up Servicer, the Owner Trustee, the Noteholders and the Custodian (collectively, the “Servicer Indemnified Parties”) Purchasers 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 AgreementIndenture, 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 AgreementIndenture, or its release thereof except as contemplated by this AgreementIndenture. The Servicer shall immediately notify the Seller Issuer, the Owner Trustee, the Noteholders and the Buyer 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 BuyerIndenture 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 or decree which may be entered against it. This Section 10(o) 5.15 shall survive the termination of this Agreement Indenture or the resignation or removal of the Servicer hereunder.