(including the reasonable
fees and disbursements of Borrower's attorneys) actually incurred by Borrower in
connection with Borrower's delivery of financial statements and other materials
requested by Lender pursuant to this Section 9.1(c).
Section 9.2
Securitization Indemnification.
(A)
BORROWER UNDERSTANDS THAT INFORMATION PROVIDED TO LENDER BY
BORROWER AND ITS AGENTS, COUNSEL AND REPRESENTATIVES MAY BE INCLUDED IN
DISCLOSURE DOCUMENTS IN CONNECTION WITH THE SECURITIZATION, INCLUDING, WITHOUT
LIMITATION, AN OFFERING CIRCULAR, A PROSPECTUS, PROSPECTUS SUPPLEMENT, PRIVATE
PLACEMENT MEMORANDUM OR OTHER OFFERING DOCUMENT (EACH, AN "DISCLOSURE DOCUMENT")
AND MAY ALSO BE INCLUDED IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND
MAY BE MADE AVAILABLE TO INVESTORS OR PROSPECTIVE INVESTORS IN THE SECURITIES,
THE RATING AGENCIES, AND SERVICE PROVIDERS RELATING TO THE SECURITIZATION.
(B)
BORROWER SHALL PROVIDE IN CONNECTION WITH EACH OF (I) A
PRELIMINARY AND A FINAL PRIVATE PLACEMENT MEMORANDUM OR (II) A PRELIMINARY AND
FINAL PROSPECTUS OR PROSPECTUS SUPPLEMENT, AS APPLICABLE, AN AGREEMENT (A)
CERTIFYING THAT BORROWER HAS EXAMINED THE SECTIONS OF THE DISCLOSURE DOCUMENTS
DELIVERED BY LENDER TO BORROWER RELATING SOLELY TO BORROWER, BORROWER
AFFILIATES, THE PROPERTY, AND THE MANAGER (THE "SPECIFIED SECTIONS"), AND THAT
SUCH SPECIFIED SECTIONS 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 OR
SPECIFYING SUCH UNTRUE STATEMENT (IT BEING AGREED THAT BORROWER SHALL NOT BE
REQUIRED TO REVIEW ANY OTHER SECTIONS OF THE DISCLOSURE DOCUMENT OTHER THAN THE
SPECIFIED SECTIONS), (B) INDEMNIFYING LENDER (AND FOR PURPOSES OF THIS
SECTION 9.2, LENDER HEREUNDER SHALL INCLUDE ITS OFFICERS AND DIRECTORS), THE
AFFILIATE OF LEHMAN BROTHERS INC. ("LEHMAN BROTHERS") 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 THAT CONTROLS THE AFFILIATE WITHIN THE
MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT
(COLLECTIVELY, THE "LEHMAN BROTHERS GROUP"), LEHMAN BROTHERS, ANY OTHER
PLACEMENT AGENT OR UNDERWRITER WITH RESPECT TO THE SECURITIZATION, EACH OF THEIR
RESPECTIVE DIRECTORS AND EACH PERSON WHO CONTROLS LEHMAN BROTHERS OR ANY OTHER
PLACEMENT AGENT OR UNDERWRITER 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 LEHMAN BROTHERS GROUP OR
THE UNDERWRITER GROUP MAY BECOME SUBJECT INSOFAR AS
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THE LIABILITIES ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN SUCH SPECIFIED SECTIONS 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