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 Guarantor hereby defends, indemnifies, and 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 Parties"), from and against, and ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any 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 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 Guarantor contained in this Agreement or any of the other Loan Documents including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 Project of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 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 Project; (x) the violation or claimed violation of any Environmental Laws in regard to the Project; (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 breach or violation by Borrower of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 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 demand, Lender shall have the right to participate in 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.

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 shall defend, indemnify and Guarantor hereby defends, indemnifies, and holds 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 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penaltiescosts and expenses (including without limitation, actionsreasonable attorneys' and paralegals' fees and costs), judgments, suits, claims, costs, expenses, and disbursements actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Loan or the Collateral; (ii) the transactions contemplated under any of the Loan Documents includingor any of the Timeshare Documents, 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 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 a Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes, 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 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, disposal or presence on, under, under or about the Project Resort of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 Project 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 ProjectResort; (x) the violation or claimed violation of any Environmental Laws in regard to the ProjectResort; or (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 breach or violation by Borrower implementation of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. 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 Such indemnification shall then exist, Lender shall not 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 demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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)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, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYas well as the disclaimers of liability referred to in this Agreement, OBLIGATIONare intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, LOSSwhether or not that negligence is the sole or concurring cause of any liability, DAMAGEobligation. loss, PENALTYdamage, ACTIONpenalty, JUDGMENTaction, SUITjudgment, CLAIMsuit, COSTclaim, EXPENSE OR DISBURSEMENTcost, 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.

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 Guarantor hereby defendsshall jointly and severally, indemnifiesindemnify Lender and hold Lender, and 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 successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified PartiesINDEMNIFIED LENDER PARTIES"), ) harmless from and against, and ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, against any and all liabilities, indebtednessIndebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any of themIndemnified 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 or the Collateral; and/or (iib) any of the transactions contemplated under any of the Loan Documents includingherein, 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 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); (ivii) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes, 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 LOAN AND SECURITY AGREEMENT-Page 43 --------------------------- 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 Project Casino of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 Project 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 ProjectCasino; (xviii) the violation or claimed violation of any Environmental Laws in regard to the ProjectCasino; or (xiix) the preparation of an environmental audit or report on the Project not to exceed one 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 breach or violation by Borrower implementation of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantor any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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); provided, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYhowever, OBLIGATIONthat Borrower and Guarantor shall not be required to protect and indemnify Lender from the consequences of Lender's negligence, LOSSwhere that negligence is finally adjudicated to constitute the sole cause of the liability, DAMAGEobligation, PENALTYloss, ACTIONdamage, JUDGMENTpenalty, SUITaction, CLAIMjudgment, COSTsuit, EXPENSE OR DISBURSEMENTclaim, 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.

Indemnification of Lender. (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby agrees to protect, indemnify, pay and hold the Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (and not in lieu ofincluding reasonable attorneys' fees actually incurred) any ------------------------- other provisions hereof that the Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any other Loan Document providing for indemnification in favor Letter of Credit, or (B) the failure of the Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "GOVERNMENT ACTS"). (ii) As between the Borrower and the Lender, the Borrower and Guarantor hereby defendsshall assume all risks of the acts, indemnifiesomissions or misuse of any Letter of Credit by the beneficiary thereof. The Lender shall not be responsible for (except in the case of (A), (B), and holds harmless Lender(C) below if the Lender has actual knowledge to the contrary): (A) the form, its subsidiariesvalidity, other affiliatessufficiency, officersaccuracy, directorsgenuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and assigns of even if it should in fact prove to be in any or all of them respects invalid, insufficient, inaccurate, fraudulent or forged; (hereinafter collectively referred to as B) the "Indemnified Parties"), from and against, and ------------------- agrees promptly to pay on demand validity or reimburse each of them with respect to, any and all liabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements sufficiency of any kind instrument transferring or nature whatsoever which may be imposed on, incurred by assigning or asserted against purporting to transfer or assign any Letter of themCredit or the rights or benefits thereunder or proceeds thereof, in any way relating to or arising out of whole or in part, that may prove to be invalid or ineffective for any way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents or the Collateralreason; (iiC) the transactions contemplated under any failure of the Loan Documents includingbeneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, without limitationomissions, those interruptions or delays in transmission or delivery of any way relating messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or arising out of the violation of any Applicable Lawsproceeds thereof; and (iiiG) any breach of any covenant or agreement or consequences arising from causes reasonably beyond the incorrectness or inaccuracy of any representation or warranty of Borrower or Guarantor contained in this Agreement or any control of the other Loan Documents Lender, including, without limitation, any certification Government Acts. None of the above shall affect, impair, or prevent the vesting of the Lender's rights or powers hereunder. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Lender under any resulting liability to the Borrower or Guarantor delivered any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Lender shall not, in any way, be liable for any failure by the Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause reasonably beyond the control of the Lender; . (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, and any and all fees or charges that may at any time arise or become due prior Nothing in this subjection (j) is intended to limit the payment, performance, and discharge in full reimbursement obligation of the Obligations; Borrower contained in this Section 2.2. The obligations of the Borrower under this subjection (j) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lender to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the breach contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Lender in respect of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) liability incurred by 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 Project of any Hazardous Materials (except Lender to the extent that liability arising out of the Indemnified Party with respect to such matter would not exist but for gross negligence or willful misconduct of the acts or omissions of such Indemnified Party Lender, as determined in a final, non-appealable adjudication by a court of competent jurisdiction); (viii) . Nothing in this Agreement shall relieve the removal or remediation Lender of any Hazardous Materials from liability to the Project required to be performed pursuant to any Environmental Laws or as a result of recommendations Borrower in respect of any environmental consultant action taken by the Lender which action constitutes gross negligence 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 willful misconduct of the presence, use, storage, disposal, generation, transportation, release, Lender or treatment of any Hazardous Materials on, in, under, or affecting the Project; (x) the violation or claimed violation of any Environmental Laws in regard to the Project; (xi) the preparation of an environmental audit or report on the Project not to exceed one per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Lawsthe UCP or Uniform Commercial Code (as applicable), whether conducted by Lender, Borrower, or another Person; (xii) the breach or violation by Borrower of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Upon receiving knowledge of any suit, claim or demand asserted as determined by a third party that Lender believes is covered by this indemnity, and subject to the condition that no Event court of Default under this Agreement shall 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 demand, Lender shall have the right to participate in 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 effectcompetent jurisdiction.

Indemnification of Lender. In addition Borrower hereby expressly acknowledges and recognizes Borrower's responsibility for and agrees to (indemnify, defend and not in lieu of) any ------------------------- other provisions hereof or of any other Loan Document providing for indemnification in favor of hold Lender and Lender, Borrower and Guarantor hereby defends, indemnifies, and holds harmless 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 Parties"), Lender's successors and assigns) absolutely harmless from and againstagainst all costs, and ------------------- agrees promptly to pay on demand or reimburse each of them with respect toexpenses, any and all liabilities, indebtedness, losses, damages, penaltiesfines, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, penalties and/or obligations incurred by or asserted against 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 themthe Indebtedness, in which arise by, through or on behalf of Borrower or any way relating to agent or representative of Borrower; (c) any 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 or the Collateral; (ii) the transactions contemplated under as stated in any of the Loan Documents includingSecurity Instruments, without limitationin the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, those in any way relating to or pertaining to, or arising out of the violation of any Applicable Laws; (iii) any breach of any covenant transactions contemplated by this Agreement, which Lender reasonably believes might involve or agreement or the incorrectness or inaccuracy of any representation or warranty of Borrower or Guarantor contained in this Agreement or any of the other Loan Documents including, without limitation, any certification of Borrower or Guarantor delivered lead to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 Project of any Hazardous Materials (except to the extent that some liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 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 Project; (x) the violation or claimed violation of any Environmental Laws in regard to the Project; (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 shall, or another Person; (xii) the breach or violation by Borrower immediately upon receipt of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 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 written notification of any such suit, claim or demand, assume in full the personal responsibility for and, to the extent requested by Lender, the defense of any such claim or 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 event of court action in connection with any such claim or demand Borrower shall assume, to the extent requested by Lender, the responsibility for the defense of any such action, and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may, in its sole and uncontrolled discretion, make any payments sustained or incurred by reason of any of the foregoing, and 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 participate join Borrower as a party defendant in 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, performancelegal action brought against Lender, and discharge Borrower hereby consents to the entry of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effectan order making Borrower a party defendant to any such action.

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 Guarantor hereby defends, indemnifies, and holds harmless Lender, its subsidiaries, other affiliatesAffiliates, 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Commitment, 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 Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (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, gross receipts taxes and taxes imposed on 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 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 Project 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 Project 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 Projectany Applicable Resort; (x) the violation or claimed violation of any Environmental Environmen tal Laws in regard to the Projectan Applicable Resort; (xi) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 Such indemnification shall then exist, Lender shall not 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 demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification indemnifica tion 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 to foregoing, Borrower shall not indemnify and hold Lender harmless, as set forth herein in the event any liabilities, claims, demands, losses, damages, costs or expenses incurred by Borrower are as a direct result of Lender's gross negligence or willful misconduct 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 Guarantor hereby defends, indemnifies, and 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, 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 Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender); (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 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 Project 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 Project 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 Projectany Applicable Resort; (xix) the violation or claimed violation of any Environmental Laws in regard to the Projectan Applicable Resort; (xix) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Applicable Laws; or (xiiixii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantor any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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 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.

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 Guarantor hereby defends, indemnifies, and 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Commitment, 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 Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 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 Project 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 Project 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 Projectany Applicable Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Projectan Applicable Resort; (xi) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantor any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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.

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 Guarantor hereby defendsshall defend, indemnifies, indemnify and holds 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 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penaltiescosts and expenses (including without limitation, actionsreasonable attorneys' and paralegals' fees and costs), judgments, suits, claims, costs, expenses, and disbursements actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Commitment or the Collateral; (ii) the transactions contemplated under any of the Loan Documents includingor any of the Timeshare Documents, 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 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); (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes (exclusive of income, franchise or similar taxes), 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 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, disposal or presence on, under, under or about the Project Property of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 Project 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 ProjectProperty; (x) the violation or claimed violation of any Environmental Laws in regard to the ProjectProperty; or (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 breach or violation by Borrower implementation of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. 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 then exist, Lender Such indemnification 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 demand, Lender shall have Guarantor the right to participate in any material decision affecting the selection of counsel for Lender and in 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)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, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYas well as the disclaimers of liability referred to in this Agreement, OBLIGATIONare intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, LOSSbut not Lender's gross negligence or willful misconduct, DAMAGEwhether or not that negligence is the sole or concurring cause of any liability, PENALTYobligation, ACTIONloss, JUDGMENTdamage, SUITpenalty, CLAIMaction, COSTjudgment, EXPENSE OR DISBURSEMENTsuit, 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.

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 Guarantor hereby defends, indemnifies, and 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Commitment, 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 Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 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 Project 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 Project 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 Projectany Applicable Resort; (x) the violation or claimed violation of any Environmental Laws in regard to the Projectan Applicable Resort; (xi) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any rights or remedies under the Applicable Underlying Loan Documents or any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantor any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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.

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 shall defend, indemnify and Guarantor hereby defends, indemnifies, and holds 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 successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "“Indemnified Lender Parties"”), from and against, and ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penaltiescosts and expenses (including without limitation, actionsreasonable attorneys’ and paralegals’ fees and costs), judgments, suits, claims, costs, expenses, and disbursements actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents includingor any of the Timeshare Documents, 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 Guarantor contained in this Agreement or any of the other Loan Documents including, (including without limitation, limitation any certification of Borrower or Guarantor delivered to Lender); (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, intangible or transfer taxes, 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 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, disposal or presence on, under, under or about the Project Resorts of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 Project 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 ProjectResorts; (x) the violation or claimed violation of any Environmental Laws in regard to the ProjectResorts; or (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 breach or violation by Borrower implementation of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documentsenvironmental audit recommendations. 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 Such indemnification shall then exist, Lender shall not 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 demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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)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, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYas well as the disclaimers of liability referred to in this Agreement, OBLIGATIONare intended to and shall protect and indemnify Lender from the consequences of Lender’s own negligence, LOSSwhether or not that negligence is the sole or concurring cause of any liability, DAMAGEobligation, PENALTYloss, ACTIONdamage, JUDGMENTpenalty, SUITaction, CLAIMjudgment, COSTsuit, EXPENSE OR DISBURSEMENTclaim, 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.

Indemnification of Lender. In From and at all times after the date of this Agreement, and 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 Guarantor hereby defends, indemnifies, and 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 Xxxxxx’s other rights and remedies against Xxxxxxxx, Xxxxxxxx agrees to as the "Indemnified Parties")indemnify and hold harmless Lender and each director, from officer, employee, agent and against, and ------------------- agrees promptly to pay on demand or reimburse each Affiliate of them with respect to, Lender against any and all liabilities, indebtednessclaims, losses, damages, penaltiesliabilities, actions, judgments, suits, claims, costs, expenses, costs and disbursements expenses of any kind or nature whatsoever which may be imposed on(including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by or asserted against Lender or any such director, officer, employee, agent or Affiliate, from and after the date hereof, whether direct, indirect or consequential, as a result of them, or arising from or 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 Borrower to abide by any of the Borrower’s obligations hereunder or under any Loan Document or a misrepresentation hereunder or under any Loan Document, or in any wayconnection with the negotiation, directly preparation, execution or indirectly, related performance of this Agreement or attributable to: (i) this Agreement, the other Loan Documents or the Collateral; (ii) the any transactions contemplated under herein or therein, whether or not Lender or any of such director, officer, employee, agent or Affiliate is a party to any such action, proceeding, suit or the Loan Documents including, without limitation, those in any way relating to or arising out of the violation target of any Applicable Lawssuch inquiry or investigation; (iii) any breach of any covenant or agreement or provided, however, that Xxxxxx shall not have the incorrectness or inaccuracy of any representation or warranty of Borrower or Guarantor contained in this Agreement or any of the other Loan Documents including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 right to be performed pursuant to indemnified hereunder for any Environmental Laws; liability resulting from the gross negligence or willful misconduct of Lender (vii) the use, generation, storage, release, threatened release, discharge, disposal, or presence on, under, or about the Project of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 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 Project; (x) the violation or claimed violation of any Environmental Laws in regard to the Project; (xi) the preparation of an environmental audit or report on the Project not to exceed one 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 for its breach or violation by Borrower of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 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 demand, Lender shall have the right to participate in 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, to the extent, in either case, a court of competent jurisdiction, pursuant to a final non-appealable order, determines that Lender breached its obligations to Borrower hereunder. All of the foregoing losses, damages, costs and expenses of Lender shall be payable by Borrower upon demand by Xxxxxx and shall continue thereafter in full force and effectbe additional Obligations hereunder.

Indemnification of Lender. In addition Borrower hereby agrees to (defend, protect, indemnify and not in lieu of) any ------------------------- other provisions hereof or of any other Loan Document providing for indemnification in favor of Lenderhold Lenders, Borrower and Guarantor hereby defends, indemnifies, and holds harmless Lender, its subsidiaries, other affiliatestheir directors, officers, directorsemployees, 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 Parties"), from and against, and ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtedness, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any 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 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 Guarantor contained in this Agreement or any of the other Loan Documents including, without limitation, any certification of Borrower or Guarantor delivered to Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 Project of any Hazardous Materials (except to the extent that liability of the Indemnified Party with respect to such matter would not exist but for the acts or omissions of such Indemnified 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 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 participants in the Loans), harmless from and against any and all losses, liabilities, fines, claims, actions, judgments, costs, expenses or quasi-governmental agencydamages, commissionto the extent such losses, departmentliabilities, instrumentality fines, claims, actions, judgments, costs, expenses or bodydamages do not arise out of a Lender’s willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) asserted against a Lender by any person, court, arbitrator, entity or administrative board Governmental Authority arising out of or in connection with Borrower’s ownership or use of any in of the Properties, including, but not limited to, any way liens (i.e., judgments, mechanics’ and materialmen’s liens, or otherwise), charges and encumbrances filed against any Property, and from any claims and demands for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of or in connection with any accident or fire or other casualty on the presenceProperties or any nuisance made or suffered thereon, useincluding, storagewithout limitation, disposalin any case, generationreasonable attorneys’ fees, transportationcosts and expenses as aforesaid, releasewhether at pretrial, trial or treatment appellate level, and such indemnity shall survive payment in full of the Loans. Lenders will be entitled to appear in any Hazardous Materials onaction or proceeding to defend themselves against such claims, inand all costs incurred by Lender in connection therewith, underincluding reasonable attorneys’ fees, or affecting the Project; (x) the violation or claimed violation of any Environmental Laws in regard shall be paid by Borrower to the Project; (xi) the preparation of an environmental audit or report on the Project not to exceed one per calendar year and premised respective Lender upon the Lender's reasonable belief of the existence of a violation of Environmental Lawsrequest. Lenders shall, whether conducted by Lender, Borrower, or another Person; (xii) the breach or violation by Borrower of any Applicable Laws; or (xiii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lender believes is covered by this indemnityat their option, and subject to Borrower’s reasonable prior written approval, be entitled to settle or compromise any asserted claim against such Lender, and such settlement shall be binding upon Borrower for purposes of this indemnification. Payment thereof by a Lender or the condition that no Event of Default under this Agreement shall then exist, payment by a 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, judgment or claim or demand, successfully perfected against such Lender shall have bear interest at the right to participate in 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, Default Interest Rate and shall continue thereafter in full force and effectbe payable within ten (10) Business Days after such Lender’s demand therefor. Such Lender shall provide copies of invoices, statements or other records documenting such amounts to the extent available to such Lender.

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 Guarantor hereby defends, indemnifies, and 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 ------------------- agrees promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Collateral, 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 Guarantor contained in this Agreement or any of the other Loan Documents (including, without limitation, any certification of Borrower or Guarantor delivered to Lender); (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible, or transfer taxes, 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 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 Project 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 Project 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 Projectany Applicable Resort; (xix) the violation or claimed violation of any Environmental Laws in regard to the Projectan Applicable Resort; (xix) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any rights or remedies under the Applicable Underlying Transaction Documents or any Applicable Laws; or (xiiixii) the exercise by Lender of any rights or remedies under this Agreement or any of the other Loan Documents. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantor any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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 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.

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 Guarantor Guarantors hereby defendsdefend, indemnifiesindemnify, and holds 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 assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and ------------------- agrees agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, indebtednessclaims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expensesand expenses (including, without limitation, reasonable attorneys' and disbursements paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever which may be imposed on, asserted against or incurred by or asserted against any of them, in any way relating to 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 Documents, the Commitment Letter, 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 Project 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 Project 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 ProjectResort; (x) the violation or claimed violation of any Environmental Laws in regard to the ProjectResort; (xi) the preparation of an environmental audit or report on the Project 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 breach or violation exercise by Borrower of any Applicable Lawsrights 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. 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 Such indemnification shall then exist, Lender shall not 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 or Guarantors any defense by Borrower of any such suit, claim or demand, Lender shall have the right to participate in any material decision affecting the selection of counsel for Lender or 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.