Common use of Indemnification of Lender Clause in Contracts

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defend, indemnify, and hold harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Resort; (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby shall defend, indemnify, indemnify and hold harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "“Indemnified Lender Parties"”), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' ’ and paralegals' ’ fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: to (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable Lawsfederal or state laws, including the Timeshare Act; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort Resorts of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viii) the removal or remediation of any Hazardous Materials from the Resort Resorts required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a “Governmental Agency”), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ResortResorts; (x) the violation or claimed violation of any Environmental Laws in regard to the ResortResorts; or (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsResorts, whether conducted by Lender, BorrowerBorrower or a third-party, or another Person; (xii) the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender’s own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement provided, however, that Borrower shall not be required to protect and indemnify Lender or any Lender from the consequences of Lender’s or any such Lender’s gross negligence, where that gross negligence is the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement for which indemnification or protection would otherwise be required. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment LetterCommitment, the Collateral, the Applicable Underlying Loan Documents, or the Applicable Underlying Loan Collateral; (ii) the transactions contemplated under any of the Loan Documents or the Applicable Underlying Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower or an Applicable Underlying Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the any Applicable Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the an Applicable Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the any Applicable Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the an Applicable Resort; (xi) the preparation of an environmental audit or report on the an Applicable Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, an Applicable Underlying Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Timeshare DocumentsApplicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of the Lender, the Borrower and Guarantors hereby shall defend, indemnify, indemnify and hold harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified Lender Parties"), from and 47 49 against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: to (i) this Agreement, the other Loan Documents, the Commitment Letter, Loan or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable Lawsfederal or state laws, including the Timeshare Act; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of the Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of the Borrower delivered to a Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a "Governmental Agency"), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Resort; or (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsResort, whether conducted by Lender, BorrowerBorrower or a third-party, or another Person; (xii) the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation. loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement provided, however, that Borrower shall not be 48 50 required to protect and indemnify Lender from the consequences of Lender's gross negligence, where that gross negligence is the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement for which indemnification or protection would otherwise be required. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, servants and attorneys, attorneys as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment LetterCommitment, the Collateral, the Applicable Underlying Loan Documents, or the Applicable Underlying Loan Collateral; (ii) the transactions contemplated under any of the Loan Documents or the Applicable Underlying Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worthcapital, gross receipts taxes, taxes and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower or an Applicable Underlying Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the any Applicable Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the an Applicable Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the any Applicable Resort; (x) the violation or claimed violation of any Environmental Environmen tal Laws in regard to the an Applicable Resort; (xi) the preparation of an environmental audit or report on the an Applicable Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, an Applicable Underlying Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Timeshare DocumentsApplicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification indemnifica tion may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contraryforegoing, Borrower shall not indemnify or and hold Lender harmless from and against harmless, as set forth herein in the event any liabilities, claims, demands, losses, damages, costs, costs or expenses incurred by Lender solely Borrower are as a direct result of Lender's own gross negligence or willful misconductmisconduct with respect to the Loan or the Loan Documents.

Indemnification of Lender. In addition to (and not in lieu of) any ------------------------- other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors Guarantor hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demandsindebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action disbursements of any and every kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by any of them by reason of them, in any way relating to or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, Documents or the Collateral; (ii) the transactions contemplated under any of the Loan Documents, Documents including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the LOAN AND SECURITY AGREEMENT-Page 43 --------------------------- failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Resort Project of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the Resort Project required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the ResortProject; (x) the violation or claimed violation of any Environmental Laws in regard to the ResortProject; (xi) the preparation of an environmental audit or report on the Resort Project not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the exercise breach or violation by Borrower of any rights or remedies under any Timeshare DocumentsApplicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lender believes is covered by this indemnity, and subject to the condition that no Event of Default under this Agreement shall not then exist, Lender shall give Borrower notice of the matter and an opportunity to defend it, at Borrower's sole cost and expense, with legal counsel satisfactory to Lender. Notwithstanding any defense by Borrower of any such suit, claim or Guarantors any demand, Lender shall have the right to participate in the selection of counsel for Lender or any material decision affecting the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR HEREIN IS INTENDED TO AND SHALL PROTECT AND INDEMNIFY LENDER FROM THE CONSEQUENCES OF LENDER'S OWN NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITY, OBLIGATION, LOSS, DAMAGE, PENALTY, ACTION, JUDGMENT, SUIT, CLAIM, COST, EXPENSE OR DISBURSEMENT. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower hereby defends, indemnifies and Guarantors hereby defend, indemnify, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, successors and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable Lawsapplicable United States or Mexican federal, state or local statutes, ordinances, rules or regulations; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of the Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of the Borrower delivered to the Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation, those arising under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about any of the Resort Resorts of any Hazardous Materials (except to the extent that liability in violation of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of the Resort Resorts required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board [hereinafter collectively, a "Governmental Agency"]), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting any of the ResortResorts; (x) the violation or claimed violation of any Environmental Laws in regard to any of the ResortResorts; or (xi) the preparation of an environmental audit or report on the Resort Resorts not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, BorrowerBorrower or a third party, or another Person; (xii) the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconduct. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment LetterCommitment, the Collateral, the Applicable Underlying Loan Documents, or the Applicable Underlying Loan Collateral; (ii) the transactions contemplated under any of the Loan Documents or the Applicable Underlying Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower or an Applicable Underlying Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the any Applicable Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)) ; (viii) the removal or remediation of any Hazardous Materials from the an Applicable Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the any Applicable Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the an Applicable Resort; (xi) the preparation of an environmental audit or report on the an Applicable Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, an Applicable Underlying Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Timeshare DocumentsApplicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (Borrower and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Guarantor shall jointly and severally, indemnify Lender and hold Lender, Borrower and Guarantors hereby defend, indemnify, and hold harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified Lender PartiesINDEMNIFIED LENDER PARTIES"), ) harmless from and against, and agree promptly to pay on demand or reimburse each of them with respect to, against any and all liabilities, claims, demandsIndebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action disbursements of any and every kind or nature whatsoever which may be imposed on, incurred by or asserted against or incurred by any of them by reason of Indemnified Lender Parties, in any way relating to or arising out of or in any way, directly or indirectly, related or attributable to: (ia) this Agreement, Agreement and the other Loan Documents, the Commitment Letter, or the Collateral; Documents and/or (iib) any of the transactions contemplated under any of the Loan Documentsherein, including, without limitation, therein or thereby (including those in any way relating to or arising out of the violation by Borrower of any Applicable Other Loans, or federal or state laws including Environmental Laws; . Without limiting the generality of the foregoing, this indemnity shall include all liabilities, Indebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements asserted against or incurred by any Indemnified Lender Parties by reason of (iiii) any breach of any covenant obligation or agreement or the incorrectness or inaccuracy of any representation or and warranty of the Borrower or any the Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of the Borrower or the Guarantor delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (ivii) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation under the Casino Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (viii) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (viiv) the failure of Borrower or Guarantor to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viiv) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort Casino of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viiivi) the removal or remediation of any Hazardous Materials from the Resort Casino required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixvii) claims asserted by any Person (includingincluding without limitation any Governmental Authority, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ResortCasino; (xviii) the violation or claimed violation of any Environmental Laws in regard to the ResortCasino; or (xiix) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsCasino, whether conducted by Lender, BorrowerBorrower or a third-party, or another Person; (xii) the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed; provided, however, that Borrower and Guarantor shall not be required to protect and indemnify Lender from the consequences of Lender's negligence, where that negligence is finally adjudicated to constitute the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement for which indemnification or protection would otherwise be required. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, Documents or the Collateral; (ii) the transactions contemplated under any of the Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including including, but not limited to to, the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Resort Property of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdictionParty); (viii) the removal or remediation of any Hazardous Materials from the Resort Property required to be performed pursuant to RECEIVABLES LOAN AND SECURITY AGREEMENT any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the ResortProperty; (x) the violation or claimed violation of any Environmental Laws in regard to the ResortProperty; (xi) the preparation of an environmental audit or report on the Resort Property not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents; (xiv) any misappropriation of funds by Borrower, any Affiliate of Borrower or any party acting on their behalf; (xv) any theft by Borrower, any Affiliate of Borrower or any party acting on their behalf; (xvi) any disposition of the Collateral by Borrower, any Affiliate of Borrower or any party acting on their behalf; or (xvii) any unauthorized Change in Management. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of the Lender, the Borrower and Guarantors hereby shall defend, indemnify, indemnify and hold harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: to (i) this Agreement, the other Loan Documents, the Commitment Letter, Loan or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable Lawsfederal or state laws, including the Timeshare Act; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of the Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of the Borrower delivered to a Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a "Governmental Agency"), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Resort; or (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsResort, whether conducted by Lender, BorrowerBorrower or a third-party, or another Person; (xii) the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section (v). It is the express intention of the parties hereto that the indemnity provided for in this Section (v), as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation. loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement provided, however, that Borrower shall not be required to protect and indemnify Lender from the consequences of Lender's gross negligence, where that gross negligence is the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement for which indemnification or protection would otherwise be required. The provisions of this Section (v) shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, the Borrower and Guarantors hereby Guarantor shall defend, indemnify, indemnify and hold harmless Lender, its subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as 59 61 the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable Lawsfederal or state laws, including the Timeshare Act; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of the Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of the Borrower or Guarantor delivered to the Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all exclusive of income, franchise or similar taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that charges, including, without limitation under the Timeshare Act, with respect to the Property or the Loan Documents which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort Property of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viii) the removal or remediation of any Hazardous Materials from the Resort Property required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as reasonably required by Lender; (ix) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a "GOVERNMENTAL AGENCY"), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ResortProperty; (x) the violation or claimed violation of any Environmental Laws in regard to the ResortProperty; or (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsProperty, whether conducted by Lender, Borrower, Guarantor or another Person; (xii) a third-party, or the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. Such indemnification shall not give Borrower or Guarantors any Guarantor the right to participate in the selection of counsel for Lender or and in the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, but not Lender's gross negligence or willful misconduct, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment LetterCollateral, the Applicable Underlying Loan Documents, or the Applicable Underlying Loan Collateral; (ii) the transactions contemplated under any of the Loan Documents or the Applicable Underlying Loan Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower or an Applicable Underlying Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viivi) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the any Applicable Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viiivii) the removal or remediation of any Hazardous Materials from the an Applicable Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixviii) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the any Applicable Resort; (xix) the violation or claimed violation of any Environmental Laws in regard to the an Applicable Resort; (xix) the preparation of an environmental audit or report on the an Applicable Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, an Applicable Underlying Borrower, or another Person; (xiixi) the exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Timeshare DocumentsApplicable Laws; or (xiiixii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section 5.1(m) shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In From and at all times after the date of this Agreement, and in addition to (all of Xxxxxx’s other rights and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lenderremedies against Xxxxxxxx, Borrower and Guarantors hereby defend, indemnify, Xxxxxxxx agrees to indemnify and hold harmless LenderLender and each director, its subsidiariesofficer, other Affiliatesemployee, officers, directors, agents, employees, representatives, consultants, contractors, servants, agent and attorneys, as well as the respective heirs, personal representatives, successors, and assigns Affiliate of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, against any and all liabilities, claims, demands, losses, damages, costsliabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' ’ fees, costs and paralegals' fees and costs), actions expenses) incurred by or causes of action of any and every kind or nature whatsoever asserted against Lender or incurred by any of them by reason such director, officer, employee, agent or Affiliate, from and after the date hereof, whether direct, indirect or consequential, as a result of or arising out of from or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents, including, without limitation, those in any way relating to any suit, action or proceeding (including any inquiry or investigation) by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute or regulation, including, but not limited to, any federal or state laws, or under any common law or equitable cause or otherwise, arising out from the failure of the violation Borrower to abide by any of the Borrower’s obligations hereunder or under any Applicable Laws; (iii) Loan Document or a misrepresentation hereunder or under any breach Loan Document, or in connection with the negotiation, preparation, execution or performance of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (includingor any transactions contemplated herein or therein, without limitationwhether or not Lender or any such director, officer, employee, agent or Affiliate is a party to any certification of Borrower delivered to Lender)such action, including but not limited to proceeding, suit or the failure target of any Pledged Note Receivable such inquiry or investigation; provided, however, that Xxxxxx shall not have the right to be legally enforceable by indemnified hereunder for any liability resulting from the gross negligence or willful misconduct of Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as finally determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Resort; (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination its breach of this Agreement, and shall continue thereafter to the extent, in full force and effecteither case, a court of competent jurisdiction, pursuant to a final non-appealable order, determines that Lender breached its obligations to Borrower hereunder. Notwithstanding All of the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or costs and expenses incurred of Lender shall be payable by Lender solely as a direct result of Lender's own gross negligence or willful misconductBorrower upon demand by Xxxxxx and shall be additional Obligations hereunder.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Sub-Loan Document providing for indemnification in favor of Lender, Borrower Borrower, in connection with this Agreement and Guarantors hereby any Sub-Loan Agreement, agrees to defend, indemnify, indemnify and hold harmless Lender, Lender and its participants and their subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "“Indemnified Lender Parties"”), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' ’ and paralegals' ’ fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or Sub-Loan Collateral; (b) the development of the Mortgaged Property to the extent financed by a Sub-Loan; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Mortgaged Property or sale of Timeshare Interests that are part of the Sub-Loan Collateral; (e) Borrower’s performance under or related to this Agreement, the other any Sub-Loan DocumentsAgreement, the Commitment Letter, Sub-Loan Documents or the Sub-Loan Collateral; (iif) the transactions contemplated under any of the Sub-Loan DocumentsDocuments or any of the Applicable Timeshare Documents or Club Documents to be performed by Borrower, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable LawsLegal Requirements, including any condominium act or timeshare act; (iiig) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of Borrower or any Guarantor contained in this Agreement, any Sub-Loan Agreement or any of the other Sub-Loan Documents (including, including without limitation, limitation any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (ivh) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that to be paid by Borrower including, without limitation under the applicable timeshare act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viik) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort Mortgaged Property of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viiil) the removal or remediation of any Hazardous Materials from the Resort Mortgaged Property required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixm) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a “Governmental Agency”), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ResortMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to the ResortMortgaged Property; (xio) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsMortgaged Property, whether conducted by Lender, Borrower, or another Person; (xii) a third-party, or the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; environmental audit recommendations or (xiiip) the exercise by Lender of any rights broker fees or remedies under this Agreement commissions or any of the other Loan Documentssimilar compensation. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, any Sub-Loan Agreement or any Sub-Loan Document, are intended to and shall protect and indemnify Lender from the consequences of Lender’s own negligence (but not Lender’s gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, any Sub-Loan Agreement or any Sub-Loan Document, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition Borrower hereby expressly acknowledges and recognizes Borrower's responsibility for and agrees to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defend, indemnify, defend and hold harmless Lender and Lender, its subsidiaries, other Affiliates, 's officers, directors, shareholders, agents, employees, representatives, consultants, contractors, servants, successors and attorneys, assigns (as well as the respective heirsofficers, personal representativesdirectors, successorsshareholders, agents and assigns employees of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), Lender's successors and assigns) absolutely harmless from and againstagainst all costs, and agree promptly to pay on demand or reimburse each of them with respect toexpenses, any and all liabilities, claims, demands, losses, damages, costsfines, penalties and/or obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with the assertion of (a) any claim for brokerage, agency or finder's fees or commissions in connection with the Indebtedness or the Premises not arising by, through or under Lender; or (b) any claim for reasonable attorneys', appraisal, title insurance, inspection or other fees, costs and expenses incurred in connection with the administration, collection or refinancing of the Indebtedness, which arise by, through or on behalf of Borrower or any agent or representative of Borrower; (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of c) any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or claim arising out of or occurring because of or related to any Default hereunder;(d) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Material on, from, or affecting the Premises or any other property; (e) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Material; (f) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Material; or (g) any violations of laws, orders, an regulations, requirements, or demands of government authorities, which are based upon or in any way, directly way related to such Hazardous Material. Without limiting the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (ii) the transactions contemplated under as stated in any of the Loan DocumentsSecurity Instruments, includingin the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, without limitationrelating or pertaining to, those in any way relating to or arising out of the violation transactions contemplated by this Agreement, which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any Applicable Laws; (iii) any breach such claim or demand, assume in full the personal responsibility for and, to the extent requested by Lender, the defense of any covenant such claim or agreement demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including without limitation, attorneys' fees and court costs incurred in connection therewith. In the incorrectness event of court action in connection with any such claim or inaccuracy demand Borrower shall assume, to the extent requested by Lender, the responsibility for the defense of any representation such action, and shall immediately satisfy and discharge any final decree or warranty judgment rendered therein. Lender may, in its sole and uncontrolled discretion, make any payments sustained or incurred by reason of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (includingforegoing, without limitationand Borrower shall immediately repay to Lender in cash the amount of such payment, with interest thereon at the rate specified in the Note to be applicable to past-due principal. Lender shall have the right to join Borrower as a party defendant in any certification of legal action brought against Lender, and Borrower delivered to Lender), including but not limited hereby consents to the failure entry of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of an order making Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant a party defendant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Resort; (xi) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the exercise by Borrower of any rights or remedies under any Timeshare Documents; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconductaction.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby defenddefends, indemnifyindemnifies, and hold holds harmless Lender, its subsidiaries, other Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment LetterCollateral, the Applicable Underlying Transaction Documents, or the Applicable Underlying Transaction Collateral; (ii) the transactions contemplated under any of the Loan Documents or the Applicable Underlying Transaction Documents, including, without limitation, those in any way relating to or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that may at any time arise or become due prior to the payment, performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty set forth herein regarding any Environmental Laws; (vi) the failure of Borrower or an Applicable Underlying Developer to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viivi) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the any Applicable Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viiivii) the removal or remediation of any Hazardous Materials from the an Applicable Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixviii) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the any Applicable Resort; (xix) the violation or claimed violation of any Environmental Laws in regard to the an Applicable Resort; (xix) the preparation of an environmental audit or report on the an Applicable Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, an Applicable Underlying Developer, or another Person; (xiixi) the exercise by Borrower of any rights or remedies under the Applicable Underlying Transaction Documents or any Timeshare DocumentsApplicable Laws; or (xiiixii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Such indemnification shall not give Borrower or Guarantors Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. The provisions of this Section 6.1(m) shall survive the full payment, performance, and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions hereof or of any other Loan Document providing for indemnification in favor of Lender, Borrower and Guarantors hereby agrees to defend, indemnify, indemnify and hold harmless Lender, Lender and its participants and their subsidiaries, other Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractorsContractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs, costs and expenses (including, including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way, directly or indirectly, way related or attributable to: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or to the Purchasers of any of the Timeshare Interests; (b) the development of the Mortgaged Property; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Project or sale of Timeshare Interests; (e) Borrower's performance under or related to this Agreement, the other Loan Documents, the Commitment Letter, or the Collateral; (iif) the transactions contemplated under any of the Loan DocumentsDocuments or any of the Project Documents or Club Documents to be performed by Borrower, including, including without limitation, those in any way relating to or arising out of the violation of any Applicable LawsLegal Requirements, including the Condominium Act and the Timeshare Act; (iiig) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of Borrower or any Guarantor contained in this Agreement or any of the other Loan Documents (including, including without limitation, limitation any certification of Borrower delivered to Lender), including but not limited to the failure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (ivh) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges that to be paid by Borrower including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viik) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Resort Mortgaged Property of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Lender Party as determined in a final, non-appealable adjudication by a court of competent jurisdiction)Materials; (viiil) the removal or remediation of any Hazardous Materials from the Resort Mortgaged Property required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixm) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a "Governmental Agency"), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ResortMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to the ResortMortgaged Property; (xio) the preparation of an environmental audit or report on the Resort not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental LawsMortgaged Property, whether conducted by Lender, Borrower, or another Person; (xii) a third-party, or the exercise by Borrower implementation of any rights or remedies under any Timeshare Documents; environmental audit recommendations or (xiiip) the exercise by Lender of any rights broker fees or remedies under this Agreement commissions or any of the other Loan Documentssimilar compensation. Such indemnification shall not give Borrower or Guarantors any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence (but not Lender's gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect. Notwithstanding the foregoing provisions of this Section 6.1(q) to the contrary, Borrower shall not indemnify or hold Lender harmless from and against any liabilities, claims, demands, losses, damages, costs, or expenses incurred by Lender solely as a direct result of Lender's own gross negligence or willful misconduct.