Common use of Disclosure Indemnification Clause in Contracts

Disclosure Indemnification. Borrower and Guarantor agree to provide, in connection with any sale or participation of any direct or indirect interest in the Loan, an indemnification agreement (a) certifying that (i) Borrower and Guarantor have carefully examined all written materials provided to Borrower by Lender (to the extent such information relates to, or is based on, or includes any information regarding the Property, the Collateral, Borrower, Mortgage Borrower, Master Tenant, Guarantor, Manager and/or the Loan) and (ii) such written materials do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (b) jointly and severally indemnifying Lender, and each of its officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including without limitation legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the written materials provided to Borrower by Lender or arise out of or are based upon the omission or alleged omission to state in such written materials a material fact required to be stated therein or necessary in order to make the statements in such written materials, in light of the circumstances under which they were made, not misleading and (c) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification and reimbursement obligations provided for in clauses (b) and (c) above shall be effective, valid and binding obligations of the indemnifying Persons, whether or not an indemnification agreement described in clause (a) above is provided. SECTION 9.

Disclosure Indemnification. At Lender's request, Borrower and Guarantor agree to provide, in connection shall cooperate with any sale Lender's preparation of a private placement memorandum or participation of any direct or indirect interest in the Loan, an indemnification agreement (a) certifying that registration statement and (i) Borrower and Guarantor have carefully examined certifying as to the veracity of all written materials provided to Borrower by Lender (to the extent information that it supplied and which was incorporated in such information relates toDisclosure Document, or is based on, or includes any information regarding the Property, the Collateral, Borrower, Mortgage Borrower, Master Tenant, Guarantor, Manager and/or the Loan) and (ii) such written materials do not contain indemnifying and holding each of them and any Person who controls any of them, within the meaning of Section 15 of the Securities Act or Section 70 of the Exchange Act (each, a "Securitization Indemnified Party"), harmless against all costs, expenses and damages incurred by any Securitization Indemnified Party as a result of any untrue statement of a material fact made or omit supplied by Borrower as contained in such Disclosure Document or the failure by Borrower (after receipt of a draft of the Disclosure Statement) to state a specify for inclusion in the Disclosure Document any material fact regarding Borrower (or any General Partner), the Premises or the Loan necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading, (b) jointly and severally indemnifying Lender, and each of its officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any but only to the extent that such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including without limitation legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained is made in the reliance upon and in conformity with written materials provided to information Borrower by Lender furnished for use therein or arise out of or are based upon the omission or alleged omission to state in of such written materials a material fact required is based upon Borrower's failure to be stated therein specify such material fact or necessary upon Borrower's furnishing inaccurate information that shows that such material fact is not material. If Lender (or a placement agent or underwriter acting on behalf of Lender) shall deliver a draft of the Disclosure Document to Borrower for its review, Borrower shall provide Lender (or the placement agent or underwriter acting on behalf of Lender) with its comments, if any, on such Disclosure Document as soon as practicable, but in order to make the statements in such written materialsall events within fifteen (15) days after receipt thereof, in light the case of the circumstances under which they were madefirst draft of such Disclosure Document, not misleading and within three (c3) agreeing to reimburse each Indemnified Person for Domestic Business Days after receipt of any legal or other expenses incurred by subsequent draft of such Indemnified Person, as they are incurredDisclosure Document. If, in connection with investigating such review, Borrower advises Lender of the existence of a fact regarding Borrower (or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. MoreoverGeneral Partner), the indemnification Premises or the Loan and reimbursement obligations provided for advises Lender that it deems such fact material, Lender shall include such fact in clauses (b) and (c) above the Disclosure Document or shall be effective, valid and binding obligations waive the rights of the Indemnified Parties with respect to such fact. Upon receipt of the Securitization Indemnification, Lender shall execute and deliver to Borrower an instrument (in form and substance reasonably satisfactory to Borrower) indemnifying Personsand holding Borrower harmless against all costs, whether or not an indemnification agreement described in clause (a) above is provided. SECTION 9.expenses and damages

Disclosure Indemnification. At Lender's request, Borrower shall cooperate with Lender's preparation of a private placement memorandum or registration statement and Guarantor agree amendments and supplements thereto (the "Disclosure Document") to provideprivately place or publicly distribute the Note or the Loan Interest or securities issued in connection therewith in a manner that satisfies the requirements of the Securities Act and applicable state Legal Requirements. At the time of Lender's preparation of such Disclosure Document, Borrower shall execute and deliver to Lender and any underwriter or placement agent an instrument (a "Securitization Indemnification") (in form and substance reasonably satisfactory to Lender) (i) certifying as to the veracity of all written information that it supplied and which was incorporated in such Disclosure Document, and (ii) indemnifying and holding each of them and any Person who controls any of them, within the meaning of Section 15 of the Securities Act or Section 70 of the Exchange Act (each, a "Securitization Indemnified Party"), harmless against all costs, expenses and damages incurred by any Securitization Indemnified Party as a result of any untrue statement of a material fact made or supplied by Borrower as contained in such Disclosure Document or the failure by Borrower (after receipt of a draft of the Disclosure Statement) to specify for inclusion in the Disclosure Document any material fact regarding Borrower (or any General Partner), the Premises or the Loan necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such statement of material fact is made in reliance upon and in conformity with written information Borrower furnished for use therein or the omission of such a material fact is based upon Borrower's failure to specify such material fact or upon Borrower's furnishing inaccurate information that shows that such material fact is not material. If Lender (or a placement agent or underwriter acting on behalf of Lender) shall deliver a draft of the Disclosure Document to Borrower for its review, Borrower shall provide Lender (or the placement agent or underwriter acting on behalf of Lender) with its comments, if any, on such Disclosure Document as soon as practicable, but in all events within fifteen (15) days after receipt thereof, in the case of the first draft of such Disclosure Document, and within three (3) Domestic Business Days after receipt of any subsequent draft of such Disclosure Document. If, in connection with such review, Borrower advises Lender of the existence of a fact regarding Borrower (or any sale General Partner), the Premises or participation of any direct or indirect interest the Loan and advises Lender that it deems such fact material, Lender shall include such fact in the LoanDisclosure Document or shall waive the rights of the Indemnified Parties with respect to such fact. Upon receipt of the Securitization Indemnification, an indemnification agreement (a) certifying that (i) Borrower Lender shall execute and Guarantor have carefully examined all written materials provided deliver to Borrower an instrument (in form and substance reasonably satisfactory to Borrower) indemnifying and holding Borrower harmless against all costs, expenses and damages incurred by Lender it as a result of the preparation or distribution of, and any untrue statement of a material fact contained in, such Disclosure Document or the failure to include therein any material fact in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not apply if any such costs, expenses or damages arise out of or are based upon an untrue statement of a material fact or an omission to state a material fact in such Disclosure Document made in reliance upon and in conformity with written information furnished by Borrower expressly for use therein or (to after receipt of a draft of the extent such information relates to, Disclosure Statement) the omission of a material fact concerning Borrower (or is based on, or includes any information regarding the PropertyGeneral Partner), the Collateral, Borrower, Mortgage Borrower, Master Tenant, Guarantor, Manager and/or Premises or the LoanLoan (other than the express terms of the Loan Documents) and (ii) necessary to make the statements in the Disclosure Statement not misleading. Borrower shall notify Lender if it is necessary to amend or supplement such written materials do Disclosure Document at any time in order that such Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (b) jointly and severally indemnifying Lender, and each of its officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including without limitation legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the written materials provided to Borrower by Lender or arise out of or are based upon the omission or alleged omission to state in such written materials a material fact required to be stated therein or necessary in order to make the statements in such written materialsmade therein, in light of the circumstances under which they were made, not misleading and (c) agreeing misleading. Lender shall prepare as soon as may be reasonably practicable an amendment or supplement to reimburse each Indemnified Person for any legal such Disclosure Document correcting such statement or other expenses incurred by such Indemnified Person, as they are incurredomission. At the request of Lender, in connection with investigating any sale of the Note or defending any Loan Interest, Borrower shall confirm, as of the Liabilities. This indemnity agreement will date of such sale, that such Disclosure Document, as it may be in addition to so amended or supplemented, does not contain any liability which Borrower may otherwise have. Moreoveruntrue statement of a material fact concerning Borrower, any General Partner, the indemnification and reimbursement obligations provided for Premises or the Loan or omit to state a material fact concerning Borrower, any General Partner, the Premises or the Loan necessary in clauses (b) and (c) above shall be effectiveorder to make the statements therein, valid and binding obligations in light of the indemnifying Personscircumstances under which they were made, whether or not an indemnification agreement described in clause (a) above is provided. SECTION 9misleading.

Disclosure Indemnification. At Lender's request, Borrower shall cooperate with Lender's preparation of a private placement memorandum or registration statement and Guarantor agree amendments and supplements thereto (the "DISCLOSURE DOCUMENT") to provideprivately place or publicly distribute the Note or the Loan Interest or securities issued in connection therewith in a manner that satisfies the requirements of the Securities Act and applicable state Legal Requirements. At the time of Lender's preparation of such Disclosure Document, Borrower shall execute and deliver to Lender and any underwriter or placement agent an instrument (a "SECURITIZATION INDEMNIFICATION") (in form and substance satisfactory to Lender) (i) certifying as to the veracity of all written information that it supplied and which was incorporated in such Disclosure Document, and (ii) indemnifying and holding each of them, and any Person who controls any of them, within the meaning of Section 15 of the Securities Act or Section 70 of the Exchange Act (each, a "SECURITIZATION INDEMNIFIED PARTY"), harmless against all costs, expenses and damages incurred by any Securitization Indemnified Party as a result of any untrue statement of a material fact made or supplied by Borrower as contained in such Disclosure Document or the failure by Borrower (after receipt of a draft of the Disclosure Statement) to specify for inclusion in the Disclosure Document any material fact regarding Borrower, the Collateral or the Loans necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such statement of material fact is made in reliance upon and in conformity with written information Borrower furnished for use therein or the omission of such a material fact is based upon Borrower's failure to specify such material fact or upon Borrower's furnishing inaccurate information that shows that such material fact is not material. If Lender (or a placement agent or underwriter acting on behalf of Lender) shall deliver a draft of the Disclosure Document to Borrower for its review, Borrower shall provide Lender (or the placement agent or underwriter acting on behalf of Lender) with their comments, if any, on such Disclosure Document as soon as practicable, but in all events within fifteen (15) days after receipt thereof, in the case of the first draft of such Disclosure Document, and within three (3) Domestic Business Days after receipt of any subsequent draft of such Disclosure Document. If, in connection with any sale such review, Borrower advises Lender of the existence of a fact regarding Borrower, the Collateral or participation of any direct or indirect interest the Loans and advises Lender that it deems such fact material, Lender shall include such fact in the LoanDisclosure Document or shall waive the rights of the Indemnified Parties with respect to such fact. Upon receipt of the Securitization Indemnification, an indemnification agreement (a) certifying that (i) Borrower Lender shall execute and Guarantor have carefully examined all written materials provided deliver to Borrower an instrument (in form and substance satisfactory to Borrower) indemnifying and holding Borrower harmless against all costs, expenses and damages incurred by Lender them as a result of the preparation or distribution of, and any untrue statement of a material fact contained in, such Disclosure Document or the failure to include therein any material fact in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not apply if any such costs, expenses or damages arise out of or are based upon an untrue statement of a material fact or an omission to state a material fact in such Disclosure Document made in reliance upon and in conformity with written information furnished by Borrower expressly for use therein or (to after receipt of a draft of the extent such information relates to, or is based on, or includes any information regarding Disclosure Statement) the Propertyomission of a material fact concerning Borrower, the Collateral, Borrower, Mortgage Borrower, Master Tenant, Guarantor, Manager and/or Collateral or the LoanLoans (other than the express terms of the Loan Documents) and (ii) necessary to make the statements in the Disclosure Statement not misleading. Borrower shall notify Lender if it is necessary to amend or supplement such written materials do Disclosure Document at any time in 78 86 order that such Disclosure Document does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (b) jointly and severally indemnifying Lender, and each of its officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including without limitation legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the written materials provided to Borrower by Lender or arise out of or are based upon the omission or alleged omission to state in such written materials a material fact required to be stated therein or necessary in order to make the statements in such written materialsmade therein, in light of the circumstances under which they were made, not misleading and (c) agreeing misleading. Lender shall prepare as soon as may be reasonably practicable an amendment or supplement to reimburse each Indemnified Person for any legal such Disclosure Document correcting such statement or other expenses incurred by such Indemnified Person, as they are incurredomission. At the request of Lender, in connection with investigating any sale of the Note or defending any Loan Interest, Borrower shall confirm, as of the Liabilities. This indemnity agreement will date of such sale, that such Disclosure Document, as it may be in addition to so amended or supplemented, does not contain any liability which Borrower may otherwise have. Moreoveruntrue statement of a material fact concerning Borrower, the indemnification and reimbursement obligations provided for Collateral or the Loans or omit to state a material fact concerning Borrower, the Collateral or the Loans necessary in clauses (b) and (c) above shall be effectiveorder to make the statements therein, valid and binding obligations in light of the indemnifying Personscircumstances under which they were made, whether or not an indemnification agreement described in clause (a) above is provided. SECTION 9misleading.