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, duties or Assessments of Borrower arising in connection with any of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the 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, with respect to the Club, any of the Resorts or any of the Receivables Collateral, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of the 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 Timeshare Loans, Purchase Agreements and the related 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, with respect to any Resort, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related 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 hereby 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 Club, any Resort or to the Purchasers of any of the Timeshare 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 Timeshare Loans, the 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 Timeshare Loans, the 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 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, for such one hundred and eighty (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 or duties or Assessments of Borrower arising in connection with any of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the Contracts, or in connection with any other business of Borrower or the Receivables Collateral, 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 Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of the 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 Timeshare Loans, Purchase Agreements Notes Receivable and the related 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 obligations of Borrower, Borrower with respect to any Resortthe Notes Receivable, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related 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 theretothereunder. Subject only to the exclusions set forth in Sections 9.10 and 9.11 hereof, Borrower hereby 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 Club, any Resort or to the Purchasers of any of the Timeshare Interests; Notes Receivable, (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; this Agreement, (iii) the ownership of the Pledged Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust Trusts 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 LenderPurchasers, as the case may be, on the other; or (v) the Pledged Timeshare LoansNotes Receivable, the 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 LenderLots. The obligations of Borrower to indemnify, protect, defend and hold Lender harmless as provided in this Agreement herein 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 . Borrower hereby waives all notices with respect 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 12.3 shall survive for one hundred and eighty (180) days after the satisfaction of the Obligations and termination of this Agreementexpenses, and remain binding all other demands whatsoever hereby indemnified, and enforceable against Borroweragrees that its obligations hereunder shall not be affected by any circumstances, together with whether or not referred to above, which might otherwise constitute legal or equitable discharges of its successors and assigns, for such one hundred and eighty (180) day periodobligations hereunder.

No Liability of Lender. Neither 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, Lender nor the exercise of any rights hereunder by Lender, Lender shall be construed in any way as an assumption by Lender of any obligations, responsibilities, or duties or Assessments of Borrower arising in connection with the Project, all or any portion of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulationsCollateral, under any of the ContractsTimeshare Documentation, or under any Applicable Laws, or in connection with any other business of Borrower or the Receivables Collateral, or nor shall it otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Project or the Receivables Collateral; , it being expressly understood that Lender shall not be obligated to perform, observe observe, LOAN AND SECURITY AGREEMENT-Page 44 --------------------------- or discharge any obligation, responsibility, duty, or liability of Borrower, Borrower with respect to the ClubProject, any of the Resorts or any of the Receivables Collateral, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulationsTimeshare Documentation, or under any of the ContractsApplicable Laws, including, including but not limited to, to appearing in or defending any action, expending any money money, or incurring any expense in connection therewith. Without limitation of limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, hereunder nor the acquisition of the Pledged Timeshare Loans, Purchase Agreements and the related Assigned Deeds of Trust Collateral 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, Borrower with respect to any Resortthe Project or such Collateral, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related Assigned Deeds of Trust or any documents or instruments executed in connection therewith, therewith and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby 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 Club, any Resort or to the Purchasers of any of the Timeshare 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 Timeshare Loans, the 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 Timeshare Loans, the 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 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, for such one hundred and eighty (180) day period.

No Liability of Lender. Neither 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 acceptance 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, Lender nor the exercise of any rights hereunder or thereunder by Lender, Lender shall be construed in any way as an assumption by Lender of any obligations, responsibilities, or duties or Assessments of Borrower arising in connection with the Property, all or any portion of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulationsCollateral, under any of the ContractsTimeshare Documents, under any Applicable Laws, or in connection with any other business of Borrower or the Receivables Collateral, or nor shall it otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Property, or the Receivables Collateral; , it being expressly understood that Lender shall not be obligated to perform, observe observe, or discharge any obligation, responsibility, duty, or liability of Borrower, Borrower with respect to the ClubProperty, any of the Resorts or Collateral, under any of the Receivables CollateralTimeshare Documents, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of the ContractsApplicable Laws, including, but not limited to, appearing in or defending any action, expending any money money, or incurring any expense in connection therewith. RECEIVABLES LOAN AND SECURITY AGREEMENT 58 Without limitation of limiting the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, hereunder nor the acquisition of the Pledged Timeshare LoansNotes Receivable, Purchase Agreements and and/or the related Assigned Deeds of Trust 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 obligations of Borrower, Borrower with respect to any Resortthe Property or such Collateral, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related 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 hereby agrees to indemnify, protect, defend defend, and hold Lender harmless from and against any and all Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs 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 (ia) any failure or alleged failure of Borrower to perform any of its respective covenants or obligations with respect to the Club, Property or all or any Resort or to the Purchasers of any portion of the Timeshare InterestsCollateral; (iib) a breach of any certification, representation, warranty warranty, or covenant of Borrower set forth in any of the Loan Documents or the Inventory Loan Documents; (iiic) the ownership of the Pledged Timeshare LoansNotes Receivable, the Purchase Agreementsother Collateral, the Assigned Deeds of Trust and the rights, titles titles, and interests assigned hereby, or intended so to be; (ivd) the debtor-creditor relationships between Borrower Borrower, on the one hand, and the Purchasers or Lender, as the case may be, on the other; or (ve) the Pledged Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust or the management or 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 LenderProperty. The obligations of Borrower to indemnify, protect, defend defend, and hold Lender harmless as provided in this Agreement are absolute, unconditional, present present, and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity regularity, or enforceability of any claim, demand 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 12.3 9.3 shall survive for one hundred and eighty (180) days after the complete satisfaction of the Obligations and the termination of this Agreement, 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 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 one hundred damages or awards shall be limited to compensatory damages only, and eighty (180) day periodthat under no circumstances whatsoever shall Lender be liable to Borrower, or any Affiliate thereof for exemplary or punitive damages, all of which are hereby waived by Borrower.

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, responsibilities or duties or Assessments of Borrower arising in connection with any of the Resorts Resort or under the applicable Resort DocumentsTimeshare Documents or Timeshare Acts, the Club Architects Contracts, Construction Contracts, 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 Borrower, or the Receivables Collateral, or otherwise bind Agent or any Lender to the performance of any obligations with respect to any of the Resorts Resort or the Receivables 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, Borrower with respect to the Club, any of the Resorts Resort or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership DocumentsTimeshare Acts, any applicable statutesArchitects Contracts, ordinances, 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 Timeshare Loans, Purchase Agreements Notes Receivable and the related Assigned Deeds of Trust 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, Borrower with respect to any Resort, the Club Improvements or the Pledged Timeshare Loans, Purchase AgreementsNotes Receivable, the related Assigned Deeds of Trust 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 hereby agrees to indemnify, protect, defend and hold Agent and each 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 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 respective covenants or obligations with respect to the Club, any each Resort or to the Purchasers of any of the Timeshare Interests; Intervals, (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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust 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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust Mortgages or the operation of any of the Resorts, the Club Resorts 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 LenderIntervals. 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, 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 12.3 10.3 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 or its successors or assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs and assignsexpenses, for such one hundred and eighty (180) day periodall 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.

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise The Borrower acknowledges and agrees that: (a) any inspections of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities, duties or Assessments of Borrower arising in connection with any Property of the Resorts Borrower made by or under through the applicable Resort Lender are for purposes of administration of the Loan Documents only and the Borrower is not entitled to rely upon the same; (b) by accepting or approving anything required to be observed, performed, fulfilled or given to the Lender pursuant to the Loan Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the 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 deemed to performhave warranted or represented the sufficiency, observe legality, effectiveness or discharge any obligation, responsibility, dutylegal effect of the same, or liability of Borrowerany term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Lender; (c) the relationship between the Borrower and the Lender is, and shall at all times remain, solely that of a borrower and lender; the Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Borrower or its Affiliates, or to owe any fiduciary duty to the Borrower or its Affiliates; the Lender does not undertake or assume any responsibility or duty to the Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform the Borrower or its Affiliates of any matter in connection with their Property or the operations of the Borrower or its Affiliates; the Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Club, any Lender in connection with such matters is solely for the protection of the Resorts Lender and neither the Borrower nor any other Person is entitled to rely thereon; and (d) the Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property or other loss, damage, liability or claim caused by the actions, inaction or negligence of the Receivables Collateral, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of the 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 Timeshare Loans, Purchase Agreements Borrower and its Affiliates and the related 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, with respect to any Resort, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related 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 hereby agrees to indemnify, protect, defend indemnifies and hold holds the 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 Club, any Resort or to the Purchasers of any of the Timeshare 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 Timeshare Loans, the 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 Timeshare Loans, the 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 Assessmentsloss, claimsdamage, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence liability 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 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, for such one hundred and eighty (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 or duties or Assessments of Borrower arising in connection with any of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership 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 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 Resort Documents, the Club Membership 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 Timeshare Loans, Purchase Agreements Notes Receivable and the related Assigned Deeds of Trust 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, Borrower with respect to any Resort, the Club Resorts or the Pledged Timeshare Loans, Purchase AgreementsNotes Receivable, the related Assigned Deeds of Trust 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 agrees agree 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 Club, any Resort Resorts or to the Purchasers of any of the Timeshare InterestsIntervals; (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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust 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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust Interval Lease Contracts 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 12.3 10.3 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 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 one hundred and eighty (180) day perioddamages 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 or duties or Assessments of Borrower arising in connection with any of the Resorts Resort or under the applicable Resort DocumentsTimeshare Documents or Timeshare Acts, 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 Borrower, or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Resort 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 Resort or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Timeshare Loans, Purchase Agreements and the related 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 obligations of Borrower, Borrower with respect to any Resort, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related Assigned Deeds of Trust 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 hereby 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 (iI) any failure or alleged failure of Borrower to perform any of its respective covenants or obligations with respect to the Club, any each Resort or to the Purchasers of any of the Timeshare Interests; Intervals, (iiII) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents or the Inventory Loan Documents; , (iiiIII) the ownership of the Pledged Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust Inventory and the rights, titles and interests assigned hereby, or intended so to be; , (ivIV) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender, as the case may be, on the other; , or (vV) the Pledged Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club Resorts 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 LenderIntervals. 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 12.3 10.3 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 the Borrower, together with or its successors or assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs and assignsexpenses, for such one hundred and eighty (180) day periodall 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.

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 or duties or Assessments of Borrower arising in connection with any of the Resorts Property or under the applicable Resort DocumentsTimeshare Documents or Timeshare Act, 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 Borrower, or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Property 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 Property or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Timeshare Loans, Purchase Agreements Notes Receivable and the related 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 obligations of Borrower, Borrower with respect to any Resortthe Property, the Club or Collateral, the Pledged Timeshare Loans, Purchase AgreementsNotes Receivable, the related 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 hereby agrees and Guarantor, jointly and severally, agree 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 with: (ia) any failure or alleged failure of Borrower or Guarantor to perform any of its respective covenants or obligations with respect to the ClubProperty, any Resort the Collateral or to the Purchasers of any of the Timeshare InterestsIntervals; (iib) a breach of any certification, representation, warranty or covenant of Borrower or Guarantor set forth in any of the Loan Documents or the Inventory Loan Documents; (iiic) the ownership of the Pledged Timeshare Loans, the Purchase AgreementsNotes Receivable, the Assigned Deeds of Trust and the rights, titles and interests assigned hereby, or intended so to be; (ivd) the debtor-creditor relationships between Borrower on the one hand, hand and the Purchasers or Lender, as the case may be, on the other; or (ve) the Pledged Timeshare Loans, the Purchase AgreementsNotes Receivable, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club Property or the sale of Timeshare InterestsIntervals, 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 for Lender's gross negligence or willful misconduct of Lendermisconduct. The obligations of Borrower and Guarantor 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 12.3 11.3 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 Borrowerthe Borrower and Guarantor, together and Borrower and Guarantor hereby waive, except as otherwise specifically provided herein, all notices with respect to any losses, damages, 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 not referred to above, which might otherwise constitute legal or equitable discharges of its successors 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 assigns, for Guarantor stipulate and agree that any such one hundred damages or awards shall be limited to the amount of the Commitment Fee (or any portion thereof actually paid by Borrower to Lender) and eighty (180) day periodshall not include consequential or punitive damages.

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 or duties or Assessments of Borrower arising in connection with any of the Resorts Resort or under the applicable Resort DocumentsTimeshare Documents or Timeshare Acts, 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 Borrower, or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Resort 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 Resort or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Timeshare Loans, Purchase Agreements and the related 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 obligations of Borrower, Borrower with respect to any Resort, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related Assigned Deeds of Trust 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 hereby 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 Club, any each Resort or to the Purchasers of any of the Timeshare Interests; Intervals, (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 Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust 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 Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club Resorts 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 LenderIntervals. 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 12.3 10.3 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 the Borrower, together with or its successors and or assigns. Borrower hereby waives all notices with respect to any losses, for such one hundred and eighty (180) day period.damages, liabilities, suits,

No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by LenderLender on its behalf, shall be construed in any way as an assumption by Lender of any obligations, responsibilities, responsibilities or duties or Assessments of Borrower arising in connection with any of the Resorts Resort or under the applicable Resort DocumentsTimeshare Documents or Timeshare Acts, 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 Borrower, or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts Resort 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 Resort or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Timeshare Loans, Purchase Agreements Notes Receivable and the related Assigned Deeds of Trust Mortgages 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, Borrower with respect to any Resort, the Club Resort or the Pledged Timeshare Loans, Purchase AgreementsNotes Receivable, the related Assigned Deeds of Trust Real Property, the Inventory, the Inventory Mortgages, the Real Property Mortgages, the 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 hereby 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 Club, any each Resort or to the Purchasers of any of the Timeshare Interests; Intervals, (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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust 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 or Lender, as the case may be, on the other; , or (v) the Pledged Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust Mortgages or the operation of any of the Resorts, the Club Resorts 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 LenderIntervals. 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 12.3 10.3 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 or its successors or assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs and assignsexpenses, for such one hundred and eighty (180) day periodall 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.

No Liability of Lender. Neither Obligors assume all risks of the acceptance of this Agreement by Lender, nor the exercise acts or omissions of any rights hereunder 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, Agent under any Standby Letter of Credit shall be construed 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 way as an assumption by Lender 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 obligationsmessage or advice, responsibilitieshowever transmitted, duties or Assessments of Borrower arising in connection with any Standby Letter of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the 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, with respect to the Club, any of the Resorts or any of the Receivables Collateral, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of the Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewithCredit. Without limitation limiting the generality of the foregoing, neither this Agreement, 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 action or actions on the part of Lender taken hereunder, nor the acquisition of the Pledged Timeshare Loans, Purchase Agreements and the related 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, with respect to any ResortLender. However, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related Assigned Deeds of Trust or any documents or instruments executed in connection therewith, and Borrower foregoing shall continue not be construed to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees excuse Agent from liability 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 Club, any Resort or to the Purchasers of any of the Timeshare 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 Timeshare Loans, the 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 Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club or the sale of Timeshare Interests, except Obligors to the extent of any such Assessments, claims, demands, causes of action, losses, direct damages (as opposed to consequential damages, liabilities, suits, costs and expenses arise as a result 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 Standby Letter of Credit, or (y) Agent's willful failure to make lawful payment under a Standby Letter of Credit after presentation to it of a draft or documents strictly complying with the terms and conditions of such Standby Letter of Credit. It is understood that Agent may, subject to the standard of gross negligence or willful misconduct misconduct, accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of Lender. The obligations any notice or information to the contrary and, in making any payment under any Standby Letter of Borrower Credit (1) Agent's exclusive reliance on the documents presented to indemnifyit under such Standby Letter of Credit as to any and all matters set forth therein, protectincluding reliance on the amount of any draft presented under such Standby Letter of Credit, defend whether or not the amount due to the beneficiary thereunder equals the amount of such draft and hold Lender harmless as provided whether or not any document presented pursuant to such Standby Letter of Credit proves to be insufficient in this Agreement are absoluteany respect, unconditional, present and continuingif such document on its face appears to be in order, and shall whether or not any other statement or any other document presented pursuant to such Standby Letter of Credit proves to be dependent upon forged or affected by the genuinenessinvalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, validity, regularity or enforceability of and (2) any claim, demand or suit from which Lender is indemnified, except to the extent noncompliance in any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result immaterial respect of the documents presented under such Standby Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence or willful misconduct of Lender. The indemnity provisions in this Section 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, for such one hundred and eighty (180) day periodAgent.

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, responsibilities or duties or Assessments of Borrower arising in connection with any of the Resorts Resort or under the applicable Resort DocumentsTimeshare Documents or Timeshare Acts, 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 Borrower, or the Receivables Collateral, or otherwise bind Agent or any Lender to the performance of any obligations with respect to any of the Resorts Resort or the Receivables 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, Borrower with respect to the Club, any of the Resorts Resort or any of the Receivables Collateral, or under any of the Resort Timeshare Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, 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 Agent taken hereunder, nor the acquisition of the Pledged Timeshare Loans, Purchase Agreements Notes Receivable and the related Assigned Deeds of Trust 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, Borrower with respect to any Resort, the Club Resort or the Pledged Timeshare Loans, Purchase AgreementsNotes Receivable, the related Assigned Deeds of Trust 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 hereby agrees to indemnify, protect, defend and hold Agent and each 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 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 respective covenants or obligations with respect to the Club, any each Resort or to the Purchasers of any of the Timeshare Interests; Intervals, (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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust 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 Timeshare LoansNotes Receivable, the Purchase Agreements, the Assigned Deeds of Trust Mortgages or the operation of any of the Resorts, the Club Resorts 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 LenderIntervals. 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, 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 12.3 10.3 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 or its successors or assigns. Borrower hereby waives all notices with respect to any losses, damages, liabilities, suits, costs and assignsexpenses, for such one hundred and eighty (180) day periodall 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.