ANY OTHER SECTIONS
REASONABLY REQUESTED) 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)
INDEMNIFYING LENDER (AND FOR PURPOSES OF THIS SECTION 9.2, LENDER HEREUNDER
SHALL INCLUDE ITS OFFICERS AND DIRECTORS), THE AFFILIATE OF LENDER ("CITIGROUP")
THAT HAS FILED THE REGISTRATION STATEMENT RELATING TO THE SECURITIZATION (THE
"REGISTRATION STATEMENT"), EACH OF ITS DIRECTORS, EACH OF ITS OFFICERS WHO HAVE
SIGNED THE REGISTRATION STATEMENT AND EACH PERSON WHO CONTROLS THE AFFILIATE
WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE
EXCHANGE ACT (COLLECTIVELY, THE "CITIGROUP GROUP"), AND CITIGROUP, EACH OF ITS
DIRECTORS AND EACH PERSON WHO CONTROLS CITIGROUP WITHIN THE MEANING OF SECTION
15 OF THE SECURITIES ACT AND SECTION 20 OF THE EXCHANGE ACT (COLLECTIVELY, THE
"UNDERWRITER GROUP") FOR ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES
(COLLECTIVELY, THE "LIABILITIES") TO WHICH LENDER, THE CITIGROUP GROUP OR THE
UNDERWRITER GROUP 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 SUCH SECTIONS DESCRIBED IN CLAUSE (A) ABOVE (BUT SOLELY WITH
RESPECT TO THE FACTUAL CONTENTS THEREOF RELATED TO THE LOAN, THE MORTGAGE LOAN,
BORROWER, ANY LOAN PARTY, GUARANTOR, MANAGER, THE PROPERTY, THE COLLATERAL AND
THE PROVIDED INFORMATION), OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR
ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN SUCH
SECTIONS OR NECESSARY IN ORDER TO MAKE THE STATEMENTS IN SUCH SECTIONS (AS THEY
RELATE TO SUCH MATTERS) OR IN
75
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING AND (C)
AGREEING TO REIMBURSE LENDER, THE CITIGROUP GROUP AND THE UNDERWRITER GROUP FOR
ANY LEGAL OR OTHER EXPENSES REASONABLY INCURRED BY LENDER THE CITIGROUP GROUP
AND THE UNDERWRITER GROUP IN CONNECTION WITH INVESTIGATING OR DEFENDING THE
LIABILITIES; PROVIDED, HOWEVER, THAT BORROWER WILL BE LIABLE IN ANY SUCH CASE
UNDER CLAUSES (B) OR (C) ABOVE ONLY TO THE EXTENT THAT ANY SUCH LIABILITY ARISES
OUT OF OR IS BASED UPON ANY SUCH UNTRUE STATEMENT OR OMISSION MADE THEREIN IN
RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED TO LENDER BY OR ON
BEHALF OF BORROWER IN CONNECTION WITH THE PREPARATION OF THE MEMORANDUM OR
PROSPECTUS OR IN CONNECTION WITH THE UNDERWRITING OF THE DEBT, INCLUDING,
WITHOUT LIMITATION, FINANCIAL STATEMENTS OF BORROWER, OPERATING STATEMENTS, RENT
ROLLS, ENVIRONMENTAL SITE ASSESSMENT REPORTS AND PROPERTY CONDITION REPORTS WITH
RESPECT TO THE PROPERTY.
THIS INDEMNIFICATION WILL BE IN ADDITION TO ANY
LIABILITY WHICH BORROWER MAY OTHERWISE HAVE.
MOREOVER, THE INDEMNIFICATION
PROVIDED FOR IN CLAUSES (B) AND (C) ABOVE SHALL BE EFFECTIVE WHETHER OR NOT AN
INDEMNIFICATION CERTIFICATE DESCRIBED IN (A) ABOVE IS PROVIDED AND SHALL BE
APPLICABLE BASED ON INFORMATION PREVIOUSLY PROVIDED BY BORROWER OR ITS
AFFILIATES IF BORROWER DOES NOT PROVIDE THE INDEMNIFICATION CERTIFICATE.
(C)
IN CONNECTION WITH