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 Lender, Borrower agrees to defend, indemnify and Guarantor hereby defends, indemnifies, hold harmless Lender and holds harmless Lender, its participants and their subsidiaries, other affiliates, officers, directors, agents, employees, representatives, consultants, contractorsContractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors, and successors or assigns of any or all of them (hereinafter hereafter collectively referred to as the "Indemnified Lender Parties"), from and against, and ------------------- 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: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or to the Purchasers of any of the Timeshare Interests; (b) the development of the Mortgaged Property; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Project or sale of Timeshare Interests; (e) Borrower's performance under or related to this Agreement, the other Loan Documents Documents, the Commitment or the Collateral; (iif) the transactions contemplated under any of the Loan Documents includingor any of the Project Documents or Club Documents to be performed by Borrower, including without limitation, those in any way relating to or arising out of the violation of any Applicable LawsLegal Requirements, including the Condominium Act and the Timeshare Act; (iiig) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of Borrower or 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); (ivh) 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 to be paid by Borrower including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the 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; (viik) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Project Mortgaged 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; (viiil) the removal or remediation of any Hazardous Materials from the Project Mortgaged Property required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixm) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a "Governmental Agency"), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ProjectMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to the ProjectMortgaged Property; (xio) 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 LawsMortgaged Property, whether conducted by Lender, Borrower, or another Person; (xii) a third-party, or the breach or violation by Borrower implementation of any Applicable Laws; environmental audit recommendations or (xiiip) the exercise by Lender of any rights broker fees or remedies under this Agreement commissions or any of the other Loan Documentssimilar compensation. 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 Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)but not Lender's gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYobligation, OBLIGATIONloss, LOSSdamage, DAMAGEpenalty, PENALTYaction, ACTIONjudgment, JUDGMENTsuit, SUITclaim, CLAIMcost, COST, EXPENSE OR DISBURSEMENTexpense 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 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 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 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 Property of any Hazardous Materials (except to the extent that liability of the Indemnified Lender Party with respect to such matter would not exist but for the acts or omissions of such Indemnified Party as determined in a final, non-appealable adjudication by a court of competent jurisdictionLender Party); (viii) the removal or remediation of any Hazardous Materials from the Project Property required to be performed pursuant to RECEIVABLES LOAN AND SECURITY AGREEMENT any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ix) claims asserted by any Person (including, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, or administrative board in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, or affecting the ProjectProperty; (x) the violation or claimed violation of any Environmental Laws in regard to the ProjectProperty; (xi) the preparation of an environmental audit or report on the Project Property not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower, or another Person; (xii) the 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; (xiv) any misappropriation of funds by Borrower, any Affiliate of Borrower or any party acting on their behalf; (xv) any theft by Borrower, any Affiliate of Borrower or any party acting on their behalf; (xvi) any disposition of the Collateral by Borrower, any Affiliate of Borrower or any party acting on their behalf; or (xvii) any unauthorized Change in Management. 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), 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 result of Lender's own gross negligence or willful misconduct.

Indemnification of Lender. In addition to (and not in lieu of) any ------------------------- other provisions hereof or of any other Loan Document providing for indemnification in favor of the Lender, the Borrower 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, 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 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 (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCTv). It is the express intention of the parties hereto that the indemnity provided for in this Section (v), 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 required to protect and indemnify Lender from the consequences of Lender's gross negligence, where that gross negligence is the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement for which indemnification or protection would otherwise be required. The provisions of this Section (v) shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect.

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, 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, 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, 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 Lawsapplicable United States or Mexican federal, state or local statutes, ordinances, rules or regulations; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of the Borrower or 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, and any and all fees or charges that charges, including, without limitation, those arising under the Timeshare Act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the 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 any of the Project Resorts of any Hazardous Materials (except to the extent that liability in violation 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)applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of 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, without limitation, any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board [hereinafter collectively, a "Governmental Agency"]), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting any of the ProjectResorts; (x) the violation or claimed violation of any Environmental Laws in regard to any of the ProjectResorts; or (xi) the preparation of an environmental audit or report on the Project Resorts not to exceed one (1) per calendar year and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, BorrowerBorrower or a third party, or another Person; (xii) the 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 or the matter and an opportunity to defend it, at Borrower's sole cost and expense, with legal counsel satisfactory to Lender. Notwithstanding 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)Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, 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 but not from the consequences of Lender's own gross negligence or willful misconduct. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, and shall continue thereafter in full force and effect.

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.

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 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 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, 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 Sub-Loan Document providing for indemnification in favor of Lender, Borrower Borrower, in connection with this Agreement and Guarantor hereby defendsany Sub-Loan Agreement, indemnifiesagrees to defend, indemnify and holds hold harmless Lender, Lender and its participants and their 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: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or Sub-Loan Collateral; (b) the development of the Mortgaged Property to the extent financed by a Sub-Loan; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Mortgaged Property or sale of Timeshare Interests that are part of the Sub-Loan Collateral; (e) Borrower’s performance under or related to this Agreement, any Sub-Loan Agreement, the other Sub-Loan Documents or the Sub-Loan Collateral; (iif) the transactions contemplated under any of the Sub-Loan Documents includingor any of the Applicable Timeshare Documents or Club Documents to be performed by Borrower, including without limitation, those in any way relating to or arising out of the violation of any Applicable LawsLegal Requirements, including any condominium act or timeshare act; (iiig) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of Borrower or Guarantor contained in this Agreement, any Sub-Loan Agreement or any of the other Sub-Loan Documents including, (including without limitation, limitation any certification of Borrower or Guarantor delivered to Lender); (ivh) 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 to be paid by Borrower including, without limitation under the applicable timeshare act, which may at any time arise or become due prior to the payment, performance, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the 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; (viik) the use, generation, storage, release, threatened release, discharge, disposal, disposal or presence on, under, under or about the Project Mortgaged 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; (viiil) the removal or remediation of any Hazardous Materials from the Project Mortgaged Property required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Lender; (ixm) claims asserted by any Person (including, including without limitation, limitation any governmental or quasi-governmental agency, commission, department, instrumentality or body, court, arbitrator, arbitrator or administrative board (collectively, a “Governmental Agency”), in connection with or any in any way arising out of the presence, use, storage, disposal, generation, transportation, release, or treatment of any Hazardous Materials on, in, under, under or affecting the ProjectMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to the ProjectMortgaged Property; (xio) 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 LawsMortgaged Property, whether conducted by Lender, Borrower, or another Person; (xii) a third-party, or the breach or violation by Borrower implementation of any Applicable Laws; environmental audit recommendations or (xiiip) the exercise by Lender of any rights broker fees or remedies under this Agreement commissions or any of the other Loan Documentssimilar compensation. 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 Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit described in this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, any Sub-Loan Agreement or any Sub-Loan Document, are intended to and shall protect and indemnify Lender from the consequences of Lender’s own negligence (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)but not Lender’s gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF ANY LIABILITYobligation, OBLIGATIONloss, LOSSdamage, DAMAGEpenalty, PENALTYaction, ACTIONjudgment, JUDGMENTsuit, SUITclaim, CLAIMcost, COST, EXPENSE OR DISBURSEMENTexpense or disbursement. The provisions of this Section shall survive the full payment, performance, performance and discharge of the Obligations and the termination of this Agreement, any Sub-Loan Agreement or any Sub-Loan Document, and shall continue thereafter in full force and effect.

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 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 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.