Common use of No Liability of Lender Clause in Contracts

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with the Resorts or under the Timeshare Documents, any applicable statutes, ordinances, rules or regulations, 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 obligations with respect to the Resorts or the Collateral; it being expressly understood that Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower with respect to the Resorts or any of the Collateral, or under any of the Timeshare Documents, any applicable statutes, ordinances, rules or regulations, 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 related Interval Lease Contracts 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 Resorts or the Pledged Notes Receivable, the related Interval Lease Contracts or any documents or instruments executed in connection therewith, and Borrower shall 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 hold Lender harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, 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 the Resorts or to the Purchasers of any of the Intervals; (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents; (iii) the ownership of the Pledged Notes Receivable, the Interval Lease Contracts 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 Purchasers or Lender, as the case may be, on the other; or (v) the Pledged Notes Receivable, the Interval Lease Contracts or the operation of the 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 10.3 shall survive the satisfaction of the Obligations and 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, which 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 Commitment Fees or any portion thereof actually paid by Borrower to Lender.

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities or duties of Borrower arising in connection with the Resorts any Resort or under the Timeshare DocumentsDocuments or Timeshare Acts, any applicable statutes, ordinances, rules or regulations, under any of the Operating Contracts, or in connection with any other business of Borrower Borrower, or the Collateral, or otherwise bind Lender to the performance of any obligations with respect to the Resorts any Resort or the Collateral; it being expressly understood that Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower with respect to the Resorts any Resort or any of the Collateral, or under any of the Timeshare Documents, any applicable statutes, ordinances, rules or regulations, 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 related Interval Lease Contracts by Lender prior to or following the occurrence of an Event of Default shall constitute an assumption by Lender of any Obligations obligations of Borrower with respect to the Resorts or the Pledged Notes Receivable, the related Interval Lease Contracts any Resort or any documents or instruments executed in connection therewith, and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree agrees to indemnify, protect, defend and hold Lender harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, 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 the Resorts each Resort or to the Purchasers of any of the Intervals; , (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents; , (iii) the ownership of the Pledged Notes Receivable, the Interval Lease Contracts Inventory 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 Purchasers or Lender, as the case may be, on the other; , or (v) the Pledged Notes Receivable, the Interval Lease Contracts or the operation of the ResortsResorts or sale of Intervals. 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 10.3 shall survive the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against the Borrower, together with or its successors and or 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, which 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 Commitment Fees or any portion thereof actually paid by Borrower to Lender.,

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities responsibilities, duties or duties Assessments of Borrower arising in connection with any of the Resorts or under the Timeshare applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the Operating Contracts, or in connection with any other business of Borrower or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts or the Receivables Collateral; it being expressly understood that Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower Borrower, with respect to the Club, any of the Resorts or any of the Receivables Collateral, or under any of the Timeshare Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Timeshare Loans, Purchase Agreements and the related Interval Lease Contracts Assigned Deeds of Trust by Lender prior to or following the occurrence of an Event of Default shall constitute an assumption by Lender of any Obligations of Borrower Borrower, with respect to any Resort, the Resorts Club or the Pledged Notes ReceivableTimeshare Loans, Purchase Agreements, the related Interval Lease Contracts Assigned Deeds of Trust or any documents or instruments executed in connection therewith, and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree agrees to indemnify, protect, defend and hold Lender harmless from and against any and all Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, 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 (i) any failure or alleged failure of Borrower to perform any of its respective covenants or obligations with respect to the Resorts Club, any Resort or to the Purchasers of any of the IntervalsTimeshare Interests; (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents or the Inventory Loan Documents; (iii) the ownership of the Pledged Notes ReceivableTimeshare Loans, the Interval Lease Contracts Purchase Agreements, the Assigned Deeds of Trust 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 Purchasers or Lender, as the case may be, on the other; or (v) the Pledged Notes ReceivableTimeshare Loans, the Interval Lease Contracts Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club or the sale of Timeshare Interests, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. 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, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. The indemnity provisions in this Section 10.3 12.3 shall survive for one hundred and eighty (180) days after the satisfaction of the Obligations and 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 for such one hundred 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, which 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 Commitment Fees or any portion thereof actually paid by Borrower to Lendereighty (180) day period.

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities responsibilities, duties or duties Assessments of Borrower arising in connection with any of the Resorts or under the Timeshare applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the Operating Contracts, or in connection with any other business of Borrower or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts or the Receivables Collateral; it being expressly understood that Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower Borrower, with respect to the Club, any of the Resorts or any of the Receivables Collateral, or under any of the Timeshare Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of 75 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 Timeshare Loans, Purchase Agreements and the related Interval Lease Contracts Assigned Deeds of Trust by Lender prior to or following the occurrence of an Event of Default shall constitute an assumption by Lender of any Obligations of Borrower Borrower, with respect to any Resort, the Resorts Club or the Pledged Notes ReceivableTimeshare Loans, Purchase Agreements, the related Interval Lease Contracts Assigned Deeds of Trust or any documents or instruments executed in connection therewith, and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree agrees to indemnify, protect, defend and hold Lender harmless from and against any and all Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, 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 (i) any failure or alleged failure of Borrower to perform any of its respective covenants or obligations with respect to the Resorts Club, any Resort or to the Purchasers of any of the IntervalsTimeshare Interests; (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents or the Inventory Loan Documents; (iii) the ownership of the Pledged Notes ReceivableTimeshare Loans, the Interval Lease Contracts Purchase Agreements, the Assigned Deeds of Trust 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 Purchasers or Lender, as the case may be, on the other; or (v) the Pledged Notes ReceivableTimeshare Loans, the Interval Lease Contracts Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club or the sale of Timeshare Interests, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. 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, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. The indemnity provisions in this Section 10.3 12.3 shall survive for one hundred and eighty (180) days after the satisfaction of the Obligations and 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 for such one hundred 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, which 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 Commitment Fees or any portion thereof actually paid by Borrower to Lendereighty (180) day period.

No Liability of Lender. Neither the acceptance of this Agreement by Agent and each Lender, nor the exercise of any rights hereunder by LenderLender or Agent on its behalf, shall be construed in any way as an assumption by Agent or any Lender of any obligations, responsibilities or duties of Borrower arising in connection with the Resorts any Resort or under the Timeshare DocumentsDocuments or Timeshare Acts, any applicable statutesArchitects Contracts, ordinancesConstruction Contracts, rules or regulations, under any of the Operating Contracts, or in connection with any other business of Borrower Borrower, or the Collateral, or otherwise bind Agent or any Lender to the performance of any obligations with respect to the Resorts any Resort or the Collateral; it being expressly understood that neither Agent nor Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower with respect to the Resorts any Resort or any of the Collateral, or under any of the Timeshare Documents, any applicable statutesthe Timeshare Acts, ordinancesArchitects Contracts, rules or regulationsConstruction Contracts, 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 Agent taken hereunder, the foreclosure of the Marathon Key Resort, nor the acquisition of the Pledged Notes Receivable and the related Interval Lease Contracts Mortgages by Lender Agent prior to or following the occurrence of an Event of Default shall constitute an assumption by Agent or any Lender of any Obligations obligations of Borrower with respect to any Resort, the Resorts Improvements or the Pledged Notes Receivable, the related Interval Lease Contracts Mortgages or any documents or instruments executed in connection therewith, and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower and Guarantor, jointly and severally, hereby agree agrees to indemnify, protect, defend and hold Agent and each Lender harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, 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 the Resorts each Resort or to the Purchasers of any of the Intervals; , (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents; , (iii) the ownership of the Pledged Notes Receivable, the Interval Lease Contracts Mortgages 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 Purchasers Purchasers, Agent or Lender, as the case may be, on the other; , or (v) the Pledged Notes Receivable, the Interval Lease Contracts Mortgages or the operation of the ResortsResorts or sale of Intervals. The obligations of Borrower to indemnify, protect, defend and hold Agent and each 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 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, together with or its successors and or 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, which 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 Commitment Fees or any portion thereof actually paid by Borrower to Lender.