Common use of No Liability of Lender Clause in Contracts

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the gross negligence, willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, indemnify Lender forto indemnify, defend and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Other Security Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Other Security Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the MortgageSecurity Instrument), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Neither the acceptance of this Agreement by Agent and each Lender, nor the exercise of any rights hereunder by Lender or Agent on its behalf, shall not be construed to in any way as an assumption by Agent or any Lender of any obligations, responsibilities or duties of Borrower arising in connection with any Resort or under the Timeshare Documents or Timeshare Acts, or any of the Operating Contracts, or in connection with any other business of Borrower, or the Collateral, or otherwise bind Agent or any Lender to the performance of any of obligations with respect to any Resort or the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Collateral; it being expressly understood that neither Agent nor Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform perform, observe or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower with respect to any Resort or any Lease Guaranties of the Collateral, or under any of the Timeshare Documents, the Timeshare Acts or under any of the Operating Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Agent taken hereunder, nor the acquisition of the Pledged Notes Receivable and the Mortgages by reason Agent prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Agent or any Lender of any obligations of Borrower with respect to any Resort or the Pledged Notes Receivable, the Mortgages or any documents or instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower agrees to indemnify, protect, defend and hereby agrees to, indemnify Lender for, hold Agent and to hold each Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment action, losses, damages, liabilities, suits, costs and from any and all claims and demands whatsoeverexpenses, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Agent and each Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to each Resort or the presence Purchasers of any Hazardous Substances of the Intervals, (as defined ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Mortgage)Loan Documents, (iii) the ownership of the Pledged Notes Receivable, the Mortgages and the rights, titles and interests assigned hereby, or for any negligence in intended so to be, (iv) the managementdebtor-creditor relationships between Borrower on the one hand, upkeepand the Purchasers, repair Agent or control Lender, as the case may be, on the other, or (v) the Pledged Notes Receivable, the Mortgages or the operation of the Property resulting Resorts or sale of Intervals. The obligations of Borrower to indemnify, protect, defend and hold Agent and each Lender harmless as provided in loss this Agreement are absolute, unconditional, present and continuing, and shall not be dependent upon or injury affected by the genuineness, validity, regularity or death enforceability of any claim, demand or suit from which Agent or any Lender is indemnified. The indemnity provisions in this Section 10.3 shall survive the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against Borrower, or its successors or assigns. Borrower hereby waives all notices with respect to any tenantlosses, licenseedamages, employee liabilities, suits, costs and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or strangernot referred to above, which might otherwise constitute legal or equitable discharges of its obligations hereunder.

No Liability of Lender. This Assignment Obligors assume all risks of the acts or omissions of any beneficiary or transferee of any Standby Letter of Credit with respect to the use of such Standby Letter of Credit, and Obligors' obligations with respect to payments made by Lender under any Standby Letter of Credit shall be absolute, unconditional and irrevocable, irrespective of: (i) any lack of validity or enforceability of any Standby Letter of Credit, or any term or provision therein, alleged by a party other than Lender; (ii) the existence of any dispute, claim, setoff, defense or other right that Obligors or any other person may have against the beneficiary under any Standby Letter of Credit, Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iii) any draft or other document presented under a Standby Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (iv) any error, omission, interruption or delay in any transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Standby Letter of Credit. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of Obligors hereunder to reimburse Standby Letter of Credit drawings will not be excused by the negligence of Lender. However, the foregoing shall not be construed to bind excuse Lender from liability to Obligors to the performance extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Obligors to the fullest extent permitted by law) suffered by Obligors that are caused by (x) Lender's willful misconduct or negligence in determining whether documents presented under any Standby Letter of Credit comply with the terms of the covenantsStandby Letter of Credit, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from (y) Lender's willful failure to let the Property make lawful payment under a Standby Letter of Credit after an Event presentation to it of Default a draft or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of documents strictly complying with the terms and conditions of such Standby Letter of Credit. It is understood that Lender may, subject to the Leases standard of negligence or willful misconduct, accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any Lease Guaranties; nor shall it operate notice or information to make Lender responsible or liable for the contrary and, in making any waste committed payment under any Standby Letter of Credit (1) Lender's exclusive reliance on the Property by documents presented to it under such Standby Letter of Credit as to any and all matters set forth therein, including reliance on the tenants amount of any draft presented under such Standby Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Standby Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other partiesdocument presented pursuant to such Standby Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, or for and (2) any dangerous or defective condition noncompliance in any immaterial respect of the Property includingdocuments presented under such Standby Letter of Credit with the terms thereof shall, without limitationin each case, the presence be deemed not to constitute willful misconduct or negligence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerLender.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage encumbering the Property and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage encumbering the Property and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the execution of this Agreement or any of the other Loan Documents by Lender nor the exercise of any rights hereunder or thereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower arising in connection with the Resort, all or any portion of the Collateral, under any Timeshare Documents, under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to the covenantsResort, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability of Borrower with respect to the Resort, any of the Collateral, under any of the Leases Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable, and/or the other Collateral by Lender prior to or following the occurrence of an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to the Resort or such Collateral, or any Lease Guaranties documents or under or by reason of this Assignment instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantors, jointly and severally, hereby agree to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (a) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the presence Resort or all or any portion of the Collateral; (b) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (c) the ownership of the Pledged Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (d) the debtor-creditor relationships between Borrower, on the one hand, and the Purchasers or Lender, as the case may be, on the other; or (e) the Pledged Notes Receivable, or the management or operation of the Resort. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any reason or upon any cause, claim, or counterclaim, in connection with the Loan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, Borrower stipulates and agrees that any such damages or awards shall be limited to compensatory damages only, and that under no circumstances whatsoever shall Lender be liable to Borrower, any Guarantor, or any Affiliate thereof for exemplary or punitive damages, all of which are hereby waived by Borrower and Guarantors. Notwithstanding the foregoing provisions of this Section 9.3 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 in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerwillful misconduct.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this AssignmentAssignment and by the Security Instrument, the Mortgage and the other Loan Other Security Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this AssignmentAssignment and by the Security Instrument, the Mortgage and the other Loan Other Security Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the MortgageSecurity Instrument), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's Lxxxxx’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the gross negligence, willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender Indemnified Parties for, and to hold Lender Indemnified Parties harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender any Indemnified Parties by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender such Indemnified Parties therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.. For purposes of this Article 4, the term “Indemnified Parties” means Lender and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by this Assignment is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business). The provisions of this Section 4.1 shall survive any payment or prepayment of the Loan and any foreclosure or satisfaction of the Mortgage

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease GuarantiesGuaranties other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Lender. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage Assignment and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage Assignment and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerstranger other than those finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Lender.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, (a) any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment Assignment, and from (b) any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties, unless caused by the willful misconduct or bad faith of Lender. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' feesfees and costs, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents Obligations to be immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property Property, including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with any Resort or under the Timeshare Documents or Timeshare Acts, or under any of the Operating Contracts, or in connection with any other business of Borrower, or the Collateral, or otherwise bind Lender to the performance of any of obligations with respect to any Resort or the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Collateral; it being expressly understood that Lender shall not be obligated to perform perform, observe or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower with respect to any Resort or any Lease Guaranties of the Collateral, or under any of the Timeshare Documents, the Timeshare Acts or under any of the Operating Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, prior to or following the occurrence of an Event of Default shall constitute an assumption by reason Lender of this Assignment any obligations of Borrower with respect to any Resort or any documents or instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower agrees to indemnify, protect, defend and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment action, losses, damages, liabilities, suits, costs and from any and all claims and demands whatsoeverexpenses, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (I) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to each Resort or to the presence Purchasers of any Hazardous Substances of the Intervals, (as defined II) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Mortgage)Loan Documents, (III) the ownership of the Inventory and the rights, titles and interests assigned hereby, or for any negligence in intended so to be, (IV) the managementdebtor-creditor relationships between Borrower on the one hand, upkeepand the Lender, repair on the other, or control (V) the operation of the Property resulting Resorts or sale of Intervals. The obligations of Borrower to indemnify, protect, defend and hold Lender harmless as provided in loss this Agreement are absolute, unconditional, present and continuing, and shall not be dependent upon or injury affected by the genuineness, validity, regularity or death enforceability of any claim, demand or suit from which Lender is indemnified. The indemnity provisions in this Section 10.3 shall survive the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against the Borrower, or its successors or assigns. Borrower hereby waives all notices with respect to any tenantlosses, licenseedamages, employee liabilities, suits, costs and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or strangernot referred to above, which might otherwise constitute legal or equitable discharges of its obligations hereunder.

No Liability of Lender. This Assignment Lender shall not be construed to bind Lender have no liability, obligation or responsibility with respect to the performance of any construction of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure Improvements except to let advance the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct Loan and bad faith of LenderBorrower’s Deposit pursuant to this Agreement. Lender shall not be obligated to perform inspect the Property or discharge the construction of the Improvements, nor be liable for the adequacy or content of any obligationConstruction Contract, duty the performance or liability under the Leases default of Borrower, Architect, Inspecting Person, Contractor or any Lease Guaranties other party, or under for any failure to construct, complete, protect or by reason insure the Improvements, or for the payment of this Assignment and Borrower shallcosts of labor, and hereby agrees tomaterials or services supplied for the construction of the Improvements, indemnify Lender for, and to hold Lender harmless from, or for the performance of any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason obligation of this Assignment and from any and all claims and demands whatsoeverBorrower. Nothing, including the defense without limitation any Advance or acceptance of any such claims document or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' feesinstrument, shall be secured construed as a representation or warranty, express or implied, to any party by this AssignmentLender. Further, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place have, and has not assumed, and by its execution and acceptance of this Agreement hereby expressly disclaims any obligation liability or liability responsibility for the controlpayment or performance of any indebtedness or obligation of Borrower, careand no term or condition hereof, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition hereof, or of any of the Leases or any Lease Guaranties; nor Loan Documents, shall it operate be construed so as to make deem the relationship between Borrower and Lender responsible or liable for any waste committed on to be other than that of borrower, guarantor and lender, and Borrower shall at all times represent that the Property by the tenants or any other partiesrelationship between Borrower and Lender is solely that of borrower, or for any dangerous or defective condition of the Property includingguarantor and lender. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER HARMLESS FROM AND AGAINST ANY LIABILITY, without limitationLOSS, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerCOST OR EXPENSE INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender except that nothing herein contained shall relieve Lender of its obligations under the terms of any agreement by which a Tenant has agreed to subordinate and attorn to Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any any. Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for far any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the Mortgagethat certain Environmental Indemnity Agreement executed by Borrower in favor of Lender as of even date herewith), or or, for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.,

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, (a) any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment Assignment, and from (b) any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties, unless caused by the willful misconduct or bad faith of Lender. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees’ fees and costs, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents Obligations to be immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property Property, including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after during the continuance of an Event of Default or from any other act or omission of Lender in managing the Property after during the continuance of an Event of Default unless such loss is caused by the gross negligence, willful misconduct and or bad faith of LenderLender or its agents, employees or Affiliates. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless harmless, prior to the time that Lender or its Affiliate or designee shall become the owner of the Property, from, (a) any and all liability, loss or damage (excluding consequential or punitive damages) which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment Assignment, and from (b) any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties, unless caused by the gross negligence, willful misconduct or bad faith of Lender or its agents, employees or Affiliates. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees’ fees and costs, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its optionoption and upon ten (10) days’ prior written notice, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents Obligations to be immediately due and payable. This Unless and until Lender or its Affiliate or designee shall become the owner of the Property, this Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property Property, including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger, unless caused by the gross negligence, willful misconduct or bad faith of Lender or its agents, employees or Affiliates.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower Assignor resulting from Lender's ’s failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lendera Default. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower Assignor shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instruments and the other Loan Documents and Borrower Assignor shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower Assignor so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instruments and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the Mortgage)Materials, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Notwithstanding the foregoing, Lender shall be liable for the liabilities, losses or damages described in this Section 4.1 to the extent such liability, loss or damage is caused by (i) the gross negligence of Lender, (ii) the willful misconduct of Lender, (iii) the breach by Lender to its obligations under this Assignment, (iv) illegal acts of Lender or (v) fraud on the part of Lender.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the acceptance of this Agreement by Lender nor the exercise of any rights hereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower or any Applicable Underlying Developer arising in connection with any Applicable Resort, all or any portion of the Collateral or Applicable Underlying Transaction Collateral, under any Applicable Timeshare Documents, or under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to an Applicable Resort, the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Applicable Underlying Transaction Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower or any Lease Guaranties Applicable Underlying Developer with respect to any Applicable Resort, any of the Collateral, any of the Applicable Underlying Transaction Collateral, under any of the Applicable Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable and/or the other Collateral by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to an Applicable Resort or such Collateral, or any documents or instruments executed in connection therewith, including but not limited to the Applicable Underlying Transaction Documents, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to an Applicable Resort or all or any portion of the presence Collateral or Applicable Underlying Transaction Collateral; (ii) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the Pledged Put and Reserve Agreements, the Pledged Consumer Notes Receivable, the Purchased Consumer Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower, on the one hand, and the Applicable Underlying Developers or Lender, as the case may be, on the other hand; or (v) the Pledged Notes Receivable, the Pledged Put and Reserve Agreements, the Applicable Mortgages, the Pledged Consumer Notes Receivable, the Purchased Consumer Notes Receivable, the Interval Mortgages, or the management or operation of the Applicable Resorts. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any negligence reason or upon any cause, claim, or counterclaim, in connection with the managementLoan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, upkeep, repair Borrower stipulates and agrees that any such damages or control awards shall be limited to the amount of interest theretofore paid to Lender pursuant to the Note as of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerdate of such determination.

No Liability of Lender. This Assignment Lender's acceptance of this assignment shall not be construed deemed to bind constitute Lender a "Lender in possession," nor obligate Lender to the performance of appear in or defend any of the covenants, conditions or provisions contained in proceeding relating to any Lease or Lease Guaranty to the Property, or otherwise impose to take any action hereunder, expend any money, incur any expenses, or perform any obligation upon or liability under any Lease, or assume any obligation for any deposit delivered to Borrower by any tenant and not as such delivered to and accepted by Lender. Lender shall not be liable for any loss sustained by Borrower resulting from injury or damage to person or property in or about the Property, or for Lender's failure to let collect or to exercise diligence in collecting Rents, but shall be accountable only for Rents that it shall actually receive. Neither the Property after an Event assignment of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct Leases and bad faith Rents nor enforcement of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the 's rights regarding Leases or any Lease Guaranties or under or by reason and Rents (including collection of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair Rents) nor possession of the Property upon by Lender nor Lender, nor for the carrying out 's consent to or approval of any Lease (nor all of the terms and conditions of the Leases same), shall render Lender liable on any obligation under or with respect to any Lease or constitute affirmation of, or any Lease Guaranties; subordination to, any Lease, occupancy, use or option. If Lender XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 30 seeks or obtains any judicial relief regarding Rents or Leases, the same shall in no way prevent the concurrent or subsequent employment of any other appropriate rights or remedies nor shall it operate to make Lender responsible or liable same constitute an election of judicial relief for any waste committed on the Property by the tenants foreclosure or any other parties, purpose. Lender neither has nor assumes any obligations as lessor or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death landlord with respect to any tenant, licensee, employee Lease. The rights of Lender under this Article 3 shall be cumulative of all other rights of Lender under the Loan Documents or strangerotherwise.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's Lxxxxx’s failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents and Borrower shall reimburse Lender therefor therefore immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants any lessee or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the Mortgagethat certain Environmental Indemnity Agreement executed by Bxxxxxxx in favor of Lxxxxx as of even date herewith), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Obligors assume all risks of the acts or omissions of any beneficiary or transferee of any Standby Letter of Credit with respect to the use of such Standby Letter of Credit, and Obligors' obligations with respect to payments made by Agent under any Standby Letter of Credit shall be absolute, unconditional and irrevocable, irrespective of: (i) any lack of validity or enforceability of any Standby Letter of Credit, or any term or provision therein, alleged by a party other than Agent; (ii) the existence of any dispute, claim, setoff, defense or other right that Obligors or any other person may have against the beneficiary under any Standby Letter of Credit, Agent, any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iii) any draft or other document presented under a Standby Letter of Credit proving to be forged, fraudulent, invalid or, subject to the provisions of the next paragraph, insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or (iv) any error, omission, interruption or delay in any transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Standby Letter of Credit. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of Obligors hereunder to reimburse Standby Letter of Credit drawings will not be excused by the negligence of Agent or any Lender. However, the foregoing shall not be construed to bind Lender excuse Agent from liability to Obligors to the performance extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Obligors to the fullest extent permitted by law) suffered by Obligors that are caused by (x) Agent's willful misconduct or gross negligence in determining whether documents presented under any Standby Letter of Credit comply with the terms of the covenantsStandby Letter of Credit, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender(y) Agent's willful failure to let the Property make lawful payment under a Standby Letter of Credit after an Event presentation to it of Default a draft or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of documents strictly complying with the terms and conditions of such Standby Letter of Credit. It is understood that Agent may, subject to the Leases standard of gross negligence or willful misconduct, accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any Lease Guaranties; nor shall it operate notice or information to make Lender responsible or liable for the contrary and, in making any waste committed payment under any Standby Letter of Credit (1) Agent's exclusive reliance on the Property by documents presented to it under such Standby Letter of Credit as to any and all matters set forth therein, including reliance on the tenants amount of any draft presented under such Standby Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Standby Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other partiesdocument presented pursuant to such Standby Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, or for and (2) any dangerous or defective condition noncompliance in any immaterial respect of the Property includingdocuments presented under such Standby Letter of Credit with the terms thereof shall, without limitationin each case, the presence be deemed not to constitute willful misconduct or gross negligence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerAgent.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon LenderLender prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoeverwhatsoever prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral, this Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease Contract, Warranty or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable to the Governmental Authorities, the Contractors or others by reason of any default by any party under the Regulatory Permits, the Contracts or the Warranties. Lender shall not be liable for any loss sustained by any Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases Leases, the Contracts, the Warranties or any Lease Guaranties or under or by reason of this Assignment and each Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents and each Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of such Borrower so to do so Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.other

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the execution of this Agreement or any of the other Loan Documents by Lender nor the exercise of any rights hereunder or thereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower arising in connection with the Property, all or any portion of the Collateral, under any Timeshare Documents, under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to the covenantsProperty, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability of Borrower with respect to the Property, any of the Collateral, under any of the Leases Timeshare Documents, or under any Applicable Laws, including, but not limited to, appearing in or defending any action, expending any money, or incurring any expense in connection therewith. RECEIVABLES LOAN AND SECURITY AGREEMENT 58 Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable, and/or the other Collateral by Lender prior to or following the occurrence of a Default or an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to the Property or such Collateral, or any Lease Guaranties documents or under or by reason of this Assignment instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, reasonable attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (a) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to the presence Property or all or any portion of the Collateral; (b) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (c) the ownership of the Pledged Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (d) the debtor-creditor relationships between Borrower, on the one hand, and the Purchasers or Lender, as the case may be, on the other; or (e) the Pledged Notes Receivable, or the management or operation of the Property. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with any of its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any negligence reason or upon any cause, claim, or counterclaim, in connection with the managementLoan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, upkeepBorrower stipulates and agrees that any such damages or awards shall be limited to compensatory damages only, repair and that under no circumstances whatsoever shall Lender be liable to Borrower, or control any Affiliate thereof for exemplary or punitive damages, all of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerwhich are hereby waived by Borrower.

No Liability of Lender. This Assignment Lender's acceptance of this assignment shall not be construed deemed to bind constitute Lender a "Lender in possession," nor obligate Lender to the performance of appear in or defend any of the covenants, conditions or provisions contained in proceeding relating to any Lease or Lease Guaranty to the Property, or otherwise impose to take any action hereunder, expend any money, incur any expenses, or perform any obligation upon or liability under any Lease, or assume any obligation for any deposit delivered to Borrower by any tenant and not as such delivered to and accepted by Lender. Lender shall not be liable for any loss sustained by Borrower resulting from injury or damage to person or property in or about the Property, or for Lender's failure to let collect or to exercise diligence in collecting Rents, but shall be accountable only for Rents that it shall actually receive. Neither the Property after an Event assignment of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct Leases and bad faith Rents nor enforcement of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the 's rights regarding Leases or any Lease Guaranties or under or by reason and Rents (including collection of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair Rents) nor possession of the Property upon by XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 30 Lender nor Lender, nor for the carrying out 's consent to or approval of any Lease (nor all of the terms and conditions of the Leases same), shall render Lender liable on any obligation under or with respect to any Lease or constitute affirmation of, or any Lease Guaranties; subordination to, any Lease, occupancy, use or option. If Lender seeks or obtains any judicial relief regarding Rents or Leases, the same shall in no way prevent the concurrent or subsequent employment of any other appropriate rights or remedies nor shall it operate to make Lender responsible or liable same constitute an election of judicial relief for any waste committed on the Property by the tenants foreclosure or any other parties, purpose. Lender neither has nor assumes any obligations as lessor or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death landlord with respect to any tenant, licensee, employee Lease. The rights of Lender under this Article 3 shall be cumulative of all other rights of Lender under the Loan Documents or strangerotherwise.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants any lessee or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the Mortgagethat certain Environmental Indemnity Agreement executed by Borrower in favor of Lender as of even date herewith), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, the Mortgage Security Instrument and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage Security Instrument and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender on its behalf, shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with any Resort or under the Timeshare Documents or Timeshare Acts, or any of the Operating Contracts, or in connection with any other business of Borrower, or the Collateral, or otherwise bind Lender to the performance of any of obligations with respect to any Resort or the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Collateral; it being expressly understood that Lender shall not be obligated to perform perform, observe or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower with respect to any Resort or any Lease Guaranties of the Collateral, or under any of the Timeshare Documents, the Timeshare Acts or under any of the Operating Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, nor the acquisition of the Pledged Notes Receivable and the Mortgages by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to any Resort or the Pledged Notes Receivable, the Real Property, the Inventory, the Inventory Mortgages, the Real Property Mortgages, the Mortgages or any documents or instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower agrees to indemnify, protect, defend and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment action, losses, damages, liabilities, suits, costs and from any and all claims and demands whatsoeverexpenses, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys’ fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to each Resort or the presence Purchasers of any Hazardous Substances of the Intervals, (as defined ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Mortgage)Loan Documents, (iii) the ownership of the Pledged Notes Receivable, the Mortgages and the rights, titles and interests assigned hereby, or for any negligence in intended so to be, (iv) the managementdebtor-creditor relationships between Borrower on the one hand, upkeepand the Purchasers or Lender, repair as the case may be, on the other, or control (v) the Pledged Notes Receivable, the Mortgages or the operation of the Property resulting Resorts or sale of Intervals. The obligations of Borrower to indemnify, protect, defend and hold Lender harmless as provided in loss this Agreement are absolute, unconditional, present and continuing, and shall not be dependent upon or injury affected by the genuineness, validity, regularity or death enforceability of any claim, demand or suit from which Lender is indemnified. The indemnity provisions in this Section 10.3 shall survive the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against Borrower, or its successors or assigns. Borrower hereby waives all notices with respect to any tenantlosses, licenseedamages, employee liabilities, suits, costs and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or strangernot referred to above, which might otherwise constitute legal or equitable discharges of its obligations hereunder.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the gross negligence, willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties; provided, however, that Borrower shall not indemnify or hold Lender harmless with respect to liability or loss or damage resulting from Lender's gross negligence, willful misconduct or bad faith. Should Lender incur any such liability, the amount thereof, including actual costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately promptly upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from LenderXxxxxx's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty duty, or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, to indemnify Lender for, and to hold Lender harmless from, any and all liability, loss loss, or damage which that may or might be incurred under the Leases, any Lease Guaranties Assigned Property or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants covenants, or agreements contained in the Leases or any Lease GuarantiesGuaranties unless such loss or claim is caused by the willful misconduct and bad faith of Lender. Should Lender incur any such liability, the amount thereof, including costs, expenses expenses, and reasonable attorneys' attorney fees, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents related loan documents, and Borrower Xxxxxxxx shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents related loan documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management management, or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the Mortgage)hazardous substances, or for any negligence in the management, upkeep, repair repair, or control of the Property resulting in loss or injury or death to any tenant, licensee, employee employee, or stranger.

No Liability of Lender. This Assignment Lender shall not be construed to bind Lender have no liability, obligation or responsibility whatsoever with respect to the performance of any Mortgaged Properties except to make advances of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure proceeds of the Loan pursuant to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lenderthis Agreement. Lender shall not be obligated to perform inspect the Mortgaged Properties nor be liable for any action, performance or discharge default of Borrower, or for the payment of costs of construction or development of the Mortgaged Properties or labor, materials or services supplied in connection therewith, or for the performance of any obligationobligation or indebtedness of Borrower whatsoever, duty nor shall Lender have any responsibility or liability under obligation for the Leases management, conduct or any Lease Guaranties or under or by reason operation of this Assignment and Borrower shallthe business affairs of Borrower. Nothing, and hereby agrees to, indemnify Lender for, and to hold Lender harmless fromincluding without limitation, any and all liability, loss advance hereunder or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense acceptance of any such claims document or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' feesinstrument, shall be secured construed as a representation or warranty, expressed or implied, to any party by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out and no condition hereof, or of any of the terms Loan papers, shall be construed so as to deem the relationship between borrower and conditions Lender to be other than that of borrower and lender, and Borrower shall at all times represent that the Leases relationship between Borrower and Lender is solely that of borrower and lender, and not that of partners, joint venturers, fiduciaries, guarantors or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other partieslike. BORROWER HEREBY INDEMNIFIES AND AGREES TO HOLD LENDER SAFE AND HARMLESS FROM AND AGAINST ANY COST, or for any dangerous or defective condition of the Property includingEXPENSE, without limitationLIEN OR LIABILITY INCURRED OR SUFFERED BY LENDER AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY OBLIGATION OR RESPONSIBILITY OF LENDER FOR THE MANAGEMENT, the presence of any Hazardous Substances (as defined in the Mortgage)OPERATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF BORROWER, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerOR AS A RESULT OF ANY ASSERTION OR CLAIM OF ANY LIABILITY OR RESPONSIBILITY OF LENDER FOR THE PAYMENT OR PERFORMANCE OF ANY INDEBTEDNESS OR OBLIGATION OF BORROWER.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's Xxxxxx’s failure to let the Property after an Event of a Default or from any other act or omission of Lender in managing the Property after an Event of a Default unless such loss is caused by the gross negligence, willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees toagrees, indemnify Lender forto indemnify, defend and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Other Security Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Security Instrument and the other Loan Other Security Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property includingProperty, including without limitation, limitation the presence of any Hazardous Substances (as defined in the MortgageSecurity Instrument), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with the Property or under the Timeshare Documents or Timeshare Act, or under any of the Operating Contracts, or in connection with any other business of Borrower, or the Collateral, or otherwise bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure obligations with respect to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Collateral; it being expressly understood that Lender shall not be obligated to perform perform, observe or discharge any obligation, duty responsibility, duty, or liability under of Borrower with respect to the Leases Property or any Lease Guaranties of the Collateral, or under any of the Timeshare Documents, the Timeshare Act or under any of the Operating Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith, except for Lender's gross negligence or willful misconduct. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, nor the acquisition of the Pledged Notes Receivable and the Assigned Deeds of Trust by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to the Property, the Collateral, the Pledged Notes Receivable, the Assigned Deeds of Trust or any documents or instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and hereby agrees toseverally, indemnify Lender foragree to indemnify, protect, defend and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment action, losses, damages, liabilities, suits, costs and from any and all claims and demands whatsoeverexpenses, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with: (a) any failure of Borrower or Guarantor to perform any of its covenants or obligations with respect to the presence Property, the Collateral or to the Purchasers of any Hazardous Substances of the Intervals; (as defined b) a breach of any certification, representation, warranty or covenant of Borrower or Guarantor set forth in any of the Mortgage)Loan Documents; (c) the ownership of the Pledged Notes Receivable, the Assigned Deeds of Trust and the rights, titles and interests assigned hereby, or for any negligence in intended so to be; (d) the managementdebtor-creditor relationships between Borrower on the one hand and the Purchasers or Lender, upkeepas the case may be, repair on the other; or control (e) the Pledged Notes Receivable, the Assigned Deeds of Trust or the operation of the Property resulting or sale of Intervals, except for Lender's gross negligence or willful misconduct. The obligations of Borrower and Guarantor to indemnify, protect, defend and hold Lender harmless as provided in loss this Agreement are absolute, unconditional, present and continuing, and shall not be dependent upon or injury affected by the genuineness, validity, regularity or death enforceability of any claim, demand or suit from which Lender is indemnified. The indemnity provisions in this Section 11.3 shall survive the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against the Borrower and Guarantor, and Borrower and Guarantor hereby waive, except as otherwise specifically provided herein, all notices with respect to any tenantlosses, licenseedamages, employee liabilities, suits, costs and expenses, and all other demands whatsoever hereby indemnified, and agrees that their obligations under this Agreement shall not be affected by any circumstances, whether or strangernot referred to above, which might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower or Guarantor is entitled to recover damages from Lender for any reason or upon any cause, claim or counterclaim, in connection with the Loan or the transactions provided for or contemplated pursuant to this 81 83 Agreement or the other Loan Documents, Borrower and Guarantor stipulate and agree that any such damages or awards shall be limited to the amount of the Commitment Fee (or any portion thereof actually paid by Borrower to Lender) and shall not include consequential or punitive damages.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, Assignment and by the Mortgage Deed of Trust and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage Deed of Trust and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageDeed of Trust), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease GuarantiesGuaranties except for Lender’s gross negligence or willful misconduct. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage encumbering the Property and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage encumbering the Property and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon LenderLender prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoeverwhatsoever prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Prior to Lender exercising its rights with respect thereto and/or taking actual possession of the Collateral, this Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Lender, Lender’s Representative, and Inspecting Architect/Engineer shall not be construed to bind Lender have no liability, obligation or responsibility with respect to the performance of any construction of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of LenderImprovements. Lender shall not be obligated to perform inspect the Commercial Land, Plans, or discharge any obligationthe construction of the Improvements, duty nor be liable for the performance or liability under default of Borrower, Architect, the Leases Inspecting Architect/Engineer, Contractor, or any Lease Guaranties other party, or under for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials or services supplied for the construction of the Improvements, or for the performance of any obligation of Borrower. Nothing, including without limitation any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by reason Lender. Further, Lender shall not have, has not assumed, and by its execution and acceptance of this Assignment the Agreement hereby expressly disclaims, any liability or responsibility for the payment or performance of any indebtedness or obligation of Borrower or of any Guarantor, and no term or condition herein, or in any of the other Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges and agrees that no term or condition herein, or in any of the Loan Documents, shall be construed so as to deem the relationship between Borrower, any Guarantor, and Lender to be other than that of borrower, guarantor and lender, and Borrower shallshall at all times represent that the relationship between Borrower, any Guarantor and Lender is solely that of borrower, guarantor and lender. Borrower hereby indemnifies and agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liability, loss loss, cost or damage which may expense incurred or might be incurred under the Leases, any Lease Guaranties or under or suffered by reason of this Assignment and from any and all claims and demands whatsoever, including the defense Lender as a result of any such claims assertion or demands which may be asserted against Lender by reason claim of any alleged obligations and undertakings on its part to perform liability or discharge any responsibility of Lender for (i) the Plans, or the construction of the termsImprovements, covenants and/or (ii) the payment or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out performance of any of the terms and conditions of the Leases indebtedness or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence obligation of any Hazardous Substances (as defined in the Mortgage), Borrower or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerGuarantor.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the acceptance of this Agreement by Lender nor the exercise of any rights hereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower or any Applicable Underlying Borrower arising in connection with any Applicable Resort, all or any portion of the Collateral or Applicable Underlying Loan Collateral, under any Applicable Timeshare Documents, or under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to an Applicable Resort, the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Applicable Underlying Loan Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower or any Lease Guaranties Applicable Underlying Borrower with respect to any Applicable Resort, any of the Collateral, any of the Applicable Underlying Loan Collateral, under any of the Applicable Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable and/or the other Collateral by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to an Applicable Resort or such Collateral, or any documents or instruments executed in connection therewith, including but not limited to the Applicable Underlying Loan Documents, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to an Applicable Resort or all or any portion of the presence Collateral or Applicable Underlying Loan Collateral; (ii) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower, on the one hand, and the Applicable Underlying Borrowers or Lender, as the case may be, on the other hand; or (v) the Pledged Notes Receivable, the Applicable Mortgages, or the management or operation of the Applicable Resorts. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any negligence reason or upon any cause, claim, or counterclaim, in connection with the managementLoan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, upkeep, repair Borrower stipulates and agrees that any such damages or control awards shall be limited to the amount of interest theretofore paid to Lender pursuant to the Note as of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerdate of such determination.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon LenderLender other than as expressly set forth herein. Lender shall not be liable for any loss sustained by Borrower Assignor resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, Assignor shall indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower Assignor shall reimburse Lender therefor immediately upon within ten (10) days after written demand and upon the failure of Borrower Assignor so to do Lender may, at its option, declare all sums secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger, except if any of the foregoing is caused by the acts or omissions of Lender, in its capacity as a tenant at the Property.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the acceptance of this Agreement by Lender nor the exercise of any rights hereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower or any Applicable Underlying Borrower arising in connection with any Applicable Resort, all or any portion of the Collateral or Applicable Underlying Loan Collateral, under any Applicable Timeshare Documents, or under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to an Applicable Resort, the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Applicable Underlying Loan Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower or any Lease Guaranties Applicable Underlying Borrower with respect to any Applicable Resort, any of the Collateral, any of the Applicable Underlying Loan Collateral, under any of the Applicable Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable and/or the other Collateral by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to an Applicable Resort or such Collateral, or any documents or instruments executed in connection therewith, including but not limited to the Applicable Underlying Loan Documents, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to an Applicable Resort or all or any portion of the presence Collateral or Applicable Underlying Loan Collateral; (ii) a breach of any Hazardous Substances certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower, on the one hand, and the Applicable Underlying Borrowers or Lender, as defined the case may be, on the other; or (v) the Pledged Notes Receivable, the Applicable Mortgages, or the management or operation of the Applicable Resorts. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any reason or upon any cause, claim, or counterclaim, in connection with the Loan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, Borrower stipulates and agrees that any such damages or awards shall be limited to the amount of the Warrants plus $150,000, or any portion thereof but only to the extent such $150,000 or any portion thereof is actually paid to Lender by Borrower at Closing, and in no event shall Lender be liable to Borrower for any other amounts, including, without limitation, consequential exemplary or punitive damages, all of which are hereby waived by Borrower. The Borrower agrees that the limitation on damages hereunder is reasonable under the circumstances existing at the time this Agreement is entered into and that the precise amount of damages is extremely difficult and impractical to calculate. Notwithstanding the foregoing, Borrower shall not indemnify or hold Lender harmless as set forth herein, in the Mortgage)event any liabilities, claims, demands, losses, damages, costs or for any expenses are as a direct result of Lender's gross negligence in or willful misconduct with respect to the management, upkeep, repair Loan or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerLoan Documents.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the acceptance of this Agreement by Lender nor the exercise of any rights hereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower or any Applicable Underlying Borrower arising in connection with any Applicable Resort, all or any portion of the Collateral or Applicable Underlying Loan Collateral, under any Applicable Timeshare Documents, or under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to an Applicable Resort, the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Applicable Underlying Loan Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower or any Lease Guaranties Applicable Underlying Borrower with respect to any Applicable Resort, any of the Collateral, any of the Applicable Underlying Loan Collateral, under any of the Applicable Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable and/or the other Collateral by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to an Applicable Resort or such Collateral, or any documents or instruments executed in connection therewith, including but not limited to the Applicable Underlying Loan Documents, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to an Applicable Resort or all or any portion of the presence Collateral or Applicable Underlying Loan Collateral; (ii) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the Pledged Consumer Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower, on the one hand, and the Applicable Underlying Borrowers or Lender, as the case may be, on the other; or (v) the Pledged Notes Receivable, the Applicable Mortgages, the Pledged Consumer Notes Receivable, the Interval Mortgages, or the management or operation of the Applicable Resorts. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any negligence reason or upon any cause, claim, or counterclaim, in connection with the managementLoan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, upkeep, repair Borrower stipulates and agrees that any such damages or control awards shall be limited to the amount of interest theretofore paid to Lender pursuant to the Note as of the Property resulting in loss or injury or death to any tenant, licensee, employee or strangerdate of such determination.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's ’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' ’ fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender; provided, however, that nothing in this section relieves Lender of any legal obligation to perform obligations under the Leases. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and or bad faith of Lender. Lender shall not be obligated to perform or discharge discharge- any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Borrower shall, and hereby agrees to, shall indemnify Lender for, and to hold Lender harmless from, (a) any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment Assignment, and from (b) any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' feesfees and costs, shall be secured by this Assignment, Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents Obligations to be immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property Property, including, without limitation, the presence of any Hazardous Substances (as defined in the MortgageEnvironmental Indemnity), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger.

No Liability of Lender. This Assignment Lender is obligated to perform all covenants and obligations of Lender hereunder, including but not limited to making Advances to Borrower, subject to all of the terms, provisions, and conditions hereof and of the other Loan Documents. However, neither the acceptance of this Agreement by Lender nor the exercise of any rights hereunder by Lender shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities, or duties of Borrower or any Applicable Underlying Borrower arising in connection with any Applicable Resort, all or any portion of the Collateral or Applicable Underlying Loan Collateral, under any Applicable Timeshare Documents, or under any Applicable Laws, or in connection with any other business of Borrower or the Collateral, nor shall it otherwise bind Lender to the performance of any of obligations with respect to an Applicable Resort, the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. Applicable Underlying Loan Collateral, it being expressly understood that Lender shall not be obligated to perform perform, observe, or discharge any obligation, duty responsibility, duty, or liability under the Leases of Borrower or any Lease Guaranties Applicable Underlying Borrower with respect to any Applicable Resort, any of the Collateral, any of the Applicable Underlying Loan Collateral, under any of the Applicable Timeshare Documents, or under any Applicable Laws, including but not limited to appearing in or defending any action, expending any money, or incurring any expense in connection therewith. Without limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder nor the acquisition of the Pledged Notes Receivable and/or the other Collateral by reason Lender prior to or following the occurrence of this Assignment an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to an Applicable Resort or such Collateral, or any documents or instruments executed in connection therewith, including but not limited to the Applicable Underlying Loan Documents, and Borrower shallshall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree to indemnify, protect, defend, and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment and from any and all claims and demands whatsoeveraction, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the termslosses, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liabilitydamages, the amount thereofliabilities, including suits, costs, expenses and reasonable attorneys' feesexpenses, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations with respect to an Applicable Resort or all or any portion of the presence Collateral or Applicable Underlying Loan Collateral; (ii) a breach of any Hazardous Substances (as defined in the Mortgage)certification, representation, warranty, or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the other Collateral, and the rights, titles, and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower, on the one hand, and the Applicable Underlying Borrowers or Lender, as the case may be, on the other; or (v) the Pledged Notes Receivable, the Applicable Mortgages, or the management or operation of the Applicable Resorts. The obligations of Borrower to indemnify, protect, defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity, or enforceability of any claim, demand, or suit from which Lender is indemnified. The indemnity provisions in this Section 9.3 shall survive the complete satisfaction of the Obligations and the termination of this Agreement and remain binding and enforceable against Borrower, together with its successors and assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs, and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations under this Agreement shall not be affected by any circumstances, whether or not referred to above, that might otherwise constitute legal or equitable discharges of its obligations hereunder. If a court of competent jurisdiction should determine that Borrower is entitled to recover damages from Lender for any negligence reason or upon any cause, claim, or counterclaim, in connection with the managementLoan or the transactions provided for or contemplated pursuant to this Agreement or the other Loan Documents, upkeep, repair Borrower stipulates and agrees that any such damages or control awards shall be limited to the amount of the Property resulting in loss Structuring Advisory Fee or injury or death any portion thereof actually paid by Borrower to any tenant, licensee, employee or strangerLender.

No Liability of Lender. This Assignment Neither the acceptance of this Agreement by ----------------------- Lender, nor the exercise of any rights hereunder by Lender, shall not be construed to in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with the Collateral or otherwise bind Lender to the performance of any of obligations with respect to the covenantsCollateral, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be liable for any loss sustained by Borrower resulting from Lender's failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct and bad faith of Lender. it being expressly understood that Lender shall not be obligated to perform perform, observe or discharge any obligation, duty responsibility, duty, or liability under of Borrower with respect to any of the Leases Collateral, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, nor the acquisition of the Notes Receivable and the Deeds of Trust by Lender following the occurrence of an Event of Default shall constitute an assumption by Lender of any obligations of Borrower with respect to the Notes Receivable, the Deeds of Trust or any Lease Guaranties documents or under or by reason of this Assignment instruments executed in connection therewith, and Borrower shallshall continue to be liable for all of its obligations thereunder. Subject only to the exclusions set forth in Sections 9.10 and 9.11 hereof, Borrower agrees to indemnify, protect, defend and hereby agrees to, indemnify Lender for, and to hold Lender harmless from, from and against any and all liabilityclaims, loss or damage which may or might be incurred under the Leasesdemands, any Lease Guaranties or under or by reason causes of this Assignment action, losses, damages, liabilities, suits, costs and from any and all claims and demands whatsoeverexpenses, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be secured by this Assignment, the Mortgage and the other Loan Documents and Borrower shall reimburse Lender therefor immediately upon demand and upon the failure of Borrower so to do Lender may, at its option, declare all sums secured by this Assignment, the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, attorneys' fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its covenants or obligations to the presence Purchasers of any Hazardous Substances of the Notes Receivable, (as defined ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in this Agreement, (iii) the Mortgage)ownership of the Notes Receivable, the Deeds of Trusts and the rights, titles and interests assigned hereby, or for intended so to be, (iv) the debtor-creditor relationships between Borrower and the Purchasers, or (v) the Notes Receivable, the Deeds of Trust or the sale of Lots. The obligations of Borrower to indemnify, protect, defend and hold Lender harmless as provided herein are absolute, unconditional, present and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity or enforceability of any negligence in the managementclaim, upkeep, repair demand or control of the Property resulting in loss or injury or death suit from which Lender is indemnified. Borrower hereby waives all notices with respect to any tenantlosses, licenseedamages, employee liabilities, suits, costs and expenses, and all other demands whatsoever hereby indemnified, and agrees that its obligations hereunder shall not be affected by any circumstances, whether or strangernot referred to above, which might otherwise constitute legal or equitable discharges of its obligations hereunder.