Common use of Indemnification of Lender Clause in Contracts

Indemnification of Lender. In addition to (and not in lieu of) any other provisions of any Loan Document providing for indemnification in favor of Lender, Borrower hereby defends, indemnifies and holds harmless Lender, its subsidiaries, 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 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, claims, demands, losses, damages, costs and expenses (including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including without limitation, those in any way relating to or arising out of the violation of any applicable 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 contained in this Agreement or any of the Loan Documents (including without limitation any certification of the Borrower delivered to the Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible or transfer taxes, and any and all fees or charges, including, without limitation, those arising under the Timeshare Act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower 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 any of the Resorts of any Hazardous Materials in violation of applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of the 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 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 or affecting any of the Resorts; (x) the violation or claimed violation of any Environmental Laws in regard to any of the Resorts; or (xi) the preparation of an environmental audit or report on the 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, Borrower or a third party, or the implementation of environmental audit recommendations. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconduct. The provisions of this Section shall survive the full payment, performance 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 (a) To the fullest extent permitted by law, Borrower agrees to (indemnify, hold harmless and not in lieu of) any other provisions of any Loan Document providing for indemnification in favor of defend Lender, Borrower hereby defendsand each of its officers, indemnifies and holds harmless Lender, its subsidiaries, Affiliates, officersmembers, directors, agentsofficials, employees, representativesattorneys and agents (collectively, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors and assigns of any or all of them (hereinafter collectively the "“Indemnified Lender Parties"”), from and against, and agrees promptly to pay on demand or reimburse each of them with respect to, against any and all liabilities, claims, demands, losses, damages, claims, actions, liabilities, costs and expenses (including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every conceivable nature, kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including without limitation, those in any way relating to or arising out of the violation of any applicable 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 contained in this Agreement or any of the Loan Documents (including without limitation any certification of the Borrower delivered to the Lender; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible or transfer taxes, and any and all fees or charges, including, without limitation, those arising under the Timeshare Act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower 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 any of the Resorts of any Hazardous Materials in violation of applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of the 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 character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any governmental of them, may become subject under or quasi-governmental agencyany statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) (A) the making of the Loan; (B) a claim, demand or cause of action that any Person has or asserts against Borrower; (C) the payment of any commission, department, instrumentality charge or body, court, arbitrator or administrative board [hereinafter collectively, a "Governmental Agency"]), brokerage fee incurred in connection with the Loan; (D) any act or omission of Borrower, any of its agents, employees, licensees with respect to the Loan or the Collateral; (E) the development, ownership, occupancy, management, operation, possessing condition or use of the Collateral; (F) the Loan Documents or the execution or amendment thereof, or in connection with any of the transactions contemplated thereby, including without limitation, the making of the Loan; and (G) any lien or charge upon payments by Borrower to Lender hereunder, or any taxes (including, without limitation, ad valorem taxes and sales taxes), assessments, impositions and other charges imposed in respect of all or any way arising out portion of the presenceCollateral; and (ii) any act or omission of Borrower or any of its agents, contractors, servants, employees or licensees, the operation of the Collateral, or the condition, use, storagepossession, disposal, generation, transportation, releaseconduct or management of work done in or about, or treatment from the planning, design, acquisition or any part thereof; and (iii) any lien or charge upon payments by Borrower to Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on Lender in respect of any Hazardous Materials on, in, under or affecting any portion of the ResortsCollateral; and (xiv) the violation or claimed violation of any Environmental Laws in regard to any of the Resorts; or (xi) the preparation of an environmental audit or report on the 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, Borrower or a third party, or the implementation of environmental audit recommendations. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or action raised by, filed or brought by or in the commencement name of any action Governmental Agency with respect to non-payment of State of Florida documentary stamp taxes and/or non-recurring intangible taxes against Lender, its directors, officers, agents or lawsuit covered by this Section. It is employees in connection with the express intention Loan; and except (A) in the case of the parties hereto that foregoing indemnification of Lender or any its officers, members, directors, officials, employees, attorneys and agents, to the indemnity provided for in this Section, as well as extent such damages are caused by the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconductmisconduct of such Indemnified Party, or (B) in the case of the foregoing indemnification of the Lender or any of its officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party; and provided that this Section is not intended to give rise to a right of Lender to claim payment of the principal and accrued interest with respect to the Loan as a result of an Indemnified Party claim. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement which consent shall not be unreasonably conditioned, withheld or delayed. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of Borrower if in the reasonable judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not reasonably agree as to the action (or inaction) of counsel. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to this Agreement shall survive the final repayment of the Loan. 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 of any Loan Document providing for indemnification in favor of the Lender, the Borrower hereby defendsshall defend, indemnifies indemnify and holds hold harmless Lender, its subsidiaries, Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors and or assigns of any or all of them (hereinafter hereafter collectively 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, claims, demands, losses, damages, costs and expenses (including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to: to (i) this Agreement, the other Loan Documents, the Commitment Loan or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including without limitation, those in any way relating to or arising out of the violation of any applicable United States federal or Mexican federalstate laws, state or local statutes, ordinances, rules or regulationsincluding 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 contained in this Agreement or any of the Loan Documents (including without limitation any certification of the Borrower delivered to the a 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, including, without limitation, those arising limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower 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 any of the Resorts Resort of any Hazardous Materials in violation of applicable Environmental LawsMaterials; (viii) the removal or remediation of any Hazardous Materials from any of the Resorts 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 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 or affecting any of the ResortsResort; (x) the violation or claimed violation of any Environmental Laws in regard to any of the ResortsResort; or (xi) the preparation of an environmental audit or report on the 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 LawsResort, whether conducted by Lender, Borrower or a third third-party, or the implementation of environmental audit recommendations. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by described in this SectionSection (v). It is the express intention of the parties hereto that the indemnity provided for in this SectionSection (v), as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation. loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement provided, however, that Borrower shall not be required to protect and indemnify Lender from the consequences of Lender's gross negligence, where that gross negligence is the sole cause of the liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence for which indemnification or willful misconductprotection would otherwise be required. The provisions of this Section (v) 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 Borrower and Key Principals (to the extent of their respective limitations of liability as originally set forth in the Guaranties, which limitations are carried forth herein), jointly and severally, hereby covenant and agree to indemnify, defend and hold Lender (and not in lieu of) any other provisions of any Loan Document providing for indemnification in favor of Lendertogether with its partners, Borrower hereby defendsmembers, indemnifies and holds harmless Lender, its subsidiaries, Affiliatesshareholders, officers, directors, agents, employees, representatives, consultants, contractors, servantsemployees and representatives and any partner, and attorneysmember, as well as or shareholder of the respective heirs, personal representatives, successors and assigns of any or all of them (hereinafter collectively the "Indemnified Lender Parties"), foregoing) harmless from and against, and agrees promptly to pay on demand or reimburse each of them with respect to, any and against all liabilities, claims, demands, lossescauses of action, judgments, damages, costs and expenses (including without limitationattorneys’ fees), reasonable attorneys' deficiencies, settlements and paralegals' fees and costs)investigations to the extent that they relate to matters, actions or causes of action of any and every kind omissions arising or nature whatsoever asserted against occurring on or incurred by any of them by reason of or arising before the Closing, which arise out of or in any way related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment or the Collateral; (ii) the transactions contemplated under are based upon any of the Loan Documents following: (a) any obligation under any contracts, agreements and writings entered into by or any on behalf of Xxxxxxxx in respect of the Timeshare Documentsuse, including without limitationoperation, those in ownership, management, leasing, occupancy or maintenance of any way relating to or arising out portion of the violation of any applicable United States or Mexican federal, state or local statutes, ordinances, rules or regulations; Property; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of the Borrower contained in this Agreement or any of the Loan Documents (including without limitation any certification of the Borrower delivered to the Lender; (ivb) any and all taxeslabor or employment related liabilities, claims, demands, causes of action, judgments, damages, costs or expenses, grievances, unfair labor practices, violations of any applicable law which Lender may be subject to or incur by reason of any acts, omissions or matters relating to any employees of Borrower or any of Borrower’s agents, representatives or contractors, including real estatethe termination of any union employees, personal propertythe termination or violation of any union contractor, salesany unfair labor practice or charge (including any such unfair labor practice or charges asserted under the Warn Act and the Labor-Management Relations Act of 1947, mortgageas each has been amended), excise, intangible or transfer taxesany violation of OSHA, and any and all fees claims, liabilities or chargesgrievances that may have been asserted under any contract; (c) any breach, includingviolation or default on the part of Borrower or performance of any term, without limitationcovenant, those arising under revision or agreement or other obligation on the Timeshare Actpart of Borrower to be performed which relates to the Property or which arises from any act, which may fault, misconduct, omission or negligence relating to the Property or by Borrower or any of Borrower’s agents, contractors, servants, employees, occupants, suboccupants or licensees; (d) any accident, injury, death or damage whatsoever caused to any person or entity or loss of property occurring in or about the Property or any part thereof, or on any other property connected with the Property or adjacent thereto; (e) a written notice to Borrower or its management company regarding any violation of any law, permit, statute, code, injunction, variance, order, judgment, license, ordinance, rule, ruling decree, regulation and/or other Laws (including any relating to fire, health, sanitation, ecological, historic landmark, handicap access, zoning, land use, environmental protection, hazardous waste, and wetlands) of each of the various governmental authorities having jurisdiction over the Property; (f) all covenants, agreements, regulations, restrictions or other encumbrances contained in any instrument either of record or actually known to Borrower at any time arise or become due prior to in force affecting the payment, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower 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 any of the Resorts of any Hazardous Materials in violation of applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of the 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 or administrative board [hereinafter collectively, a "Governmental Agency"]), in connection with Property or any in any way arising out of part thereof or the presenceownership, use, storageoccupancy, disposalpossession, generationoperation, transportationmanagement, releaseleasing, or treatment of any Hazardous Materials onmaintenance thereof; and (g) all actions, in, under proceedings and other legal processes threatened or affecting any of pending against Borrower and/or the Resorts; (x) the violation Property which arise from actions or claimed violation of any Environmental Laws in regard to any of the Resorts; or (xi) the preparation of an environmental audit or report on the Resorts not to exceed one (1) per calendar year omissions by Borrower and premised upon the Lender's reasonable belief of the existence of a violation of Environmental Laws, whether conducted by Lender, Borrower or a third party, or the implementation of environmental audit recommendations. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconductits agents. The provisions of this Section 10 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 effectClosing.

Indemnification of Lender. In addition to (and not in lieu of) any other provisions of any Loan Document providing for indemnification in favor of Lender, Borrower hereby defendsagrees to defend, indemnifies indemnify and holds hold harmless Lender, Lender and its participants and their subsidiaries, Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractorsContractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors and or assigns of any or all of them (hereinafter hereafter collectively 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, claims, demands, losses, damages, costs and expenses (including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or to the Purchasers of any of the Timeshare Interests; (b) the development of the Mortgaged Property; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Project or sale of Timeshare Interests; (e) Borrower's performance under or related to this Agreement, the other Loan Documents, the Commitment or the Collateral; (iif) the transactions contemplated under any of the Loan Documents or any of the Timeshare DocumentsProject 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 United States or Mexican federalLegal Requirements, state or local statutes, ordinances, rules or regulationsincluding 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 the Borrower contained in this Agreement or any of the Loan Documents (including without limitation any certification of the Borrower delivered to the Lender); (ivh) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible or transfer taxes, and any and all fees or charges, charges to be paid by Borrower including, without limitation, those arising limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viik) the use, generation, storage, release, threatened release, discharge, disposal or presence on, under or about any of the Resorts Mortgaged Property of any Hazardous Materials in violation of applicable Environmental LawsMaterials; (viiil) the removal or remediation of any Hazardous Materials from any of the Resorts 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 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 or affecting any of the ResortsMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to any of the ResortsMortgaged Property; or (xio) the preparation of an environmental audit or report on the 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 LawsMortgaged Property, whether conducted by Lender, Borrower Borrower, or a third third-party, or the implementation of environmental audit recommendationsrecommendations or (p) any broker fees or commissions or similar compensation. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by 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, negligence (but not Lender's gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconductdisbursement. 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 hereby defends, indemnifies indemnifies, and holds harmless Lender, its subsidiaries, Affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors successors, and assigns of any or all of them (hereinafter collectively referred to as the "Indemnified Lender Parties"), from and against, and agrees agree promptly to pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs costs, and expenses (including including, without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way way, directly or indirectly, related or attributable to: (i) this Agreement, the other Loan Documents, the Commitment Documents or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including including, without limitation, those in any way relating to or arising out of the violation of any applicable United States or Mexican federal, state or local statutes, ordinances, rules or regulationsApplicable Laws; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or warranty of the Borrower contained in this Agreement or any of the other Loan Documents (including including, without limitation limitation, any certification of the Borrower delivered to Lender), including, but not limited to, the Lenderfailure of any Pledged Note Receivable to be legally enforceable by Lender in the event that it succeeds to all right, title, and interest of Borrower therein in accordance with the provisions hereof or any of the other Loan Documents; (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible intangible, or transfer taxes (but excluding all franchise taxes, taxes on capital and net worth, gross receipts taxes, and taxes imposed on gross or net income), and any and all fees or charges, including, without limitation, those arising under the Timeshare Act, which charges that may at any time arise or become due prior to the payment, performance performance, and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal or presence on, under or about any of the Resorts of any Hazardous Materials in violation of applicable Environmental Laws; (viii) the removal or remediation of any Hazardous Materials from any of the 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 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 or affecting any of the Resorts; (x) the violation or claimed violation of any Environmental Laws in regard to any of the Resorts; or (xi) the preparation of an environmental audit or report on the 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, Borrower or a third party, or the implementation of environmental audit recommendations. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by this Section. It is the express intention of the parties hereto that the indemnity provided for in this Section, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconduct. The provisions of this Section shall survive the full payment, performance 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 of any Sub-Loan Document providing for indemnification in favor of Lender, Borrower hereby defendsBorrower, indemnifies in connection with this Agreement and holds any Sub-Loan Agreement, agrees to defend, indemnify and hold harmless Lender, Lender and its participants and their subsidiaries, Affiliatesaffiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors and or assigns of any or all of them (hereinafter hereafter collectively 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, claims, demands, losses, damages, costs and expenses (including without limitation, reasonable attorneys' ’ and paralegals' ’ fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to: (ia) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the Mortgaged Property or Sub-Loan Collateral; (b) the development of the Mortgaged Property to the extent financed by a Sub-Loan; (c) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender or its participants, as the case may be, on the other; (d) the operation of the Mortgaged Property or sale of Timeshare Interests that are part of the Sub-Loan Collateral; (e) Borrower’s performance under or related to this Agreement, the other any Sub-Loan DocumentsAgreement, the Commitment Sub-Loan Documents or the Sub-Loan Collateral; (iif) the transactions contemplated under any of the Sub-Loan Documents or any of the Applicable Timeshare DocumentsDocuments 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 United States Legal Requirements, including any condominium act or Mexican federal, state or local statutes, ordinances, rules or regulationstimeshare act; (iiig) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation or and warranty of the Borrower contained in this Agreement, any Sub-Loan Agreement or any of the Sub-Loan Documents (including without limitation any certification of the Borrower delivered to the Lender); (ivh) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible or transfer taxes, and any and all fees or charges, charges to be paid by Borrower including, without limitation, those arising limitation under the Timeshare Actapplicable timeshare act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (vi) the breach of any representation or warranty of Borrower as set forth herein regarding any Environmental Laws; (vij) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (viik) the use, generation, storage, release, threatened release, discharge, disposal or presence on, under or about any of the Resorts Mortgaged Property of any Hazardous Materials in violation of applicable Environmental LawsMaterials; (viiil) the removal or remediation of any Hazardous Materials from any of the Resorts 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 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 or affecting any of the ResortsMortgaged Property; (xn) the violation or claimed violation of any Environmental Laws in regard to any of the ResortsMortgaged Property; or (xio) the preparation of an environmental audit or report on the 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 LawsMortgaged Property, whether conducted by Lender, Borrower Borrower, or a third third-party, or the implementation of environmental audit recommendationsrecommendations or (p) any broker fees or commissions or similar compensation. Such indemnification shall not give Borrower or the Guarantor any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of any action or lawsuit covered by 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 ’s own negligence, negligence (but not Lender’s gross negligence or intentional tortious conduct) whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or disbursement but not from the consequences of Lender's own gross negligence or willful misconductdisbursement. The provisions of this Section shall survive the full payment, 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.