and disbursements of Borrower's
counsel.
The foregoing shall not limit Borrower's obligation under Section 9.2
hereof.
9.2
SECURITIZATION INDEMNIFICATION.
(A)
BORROWER UNDERSTANDS THAT CERTAIN OF THE
PROVIDED INFORMATION MAY BE INCLUDED IN DISCLOSURE DOCUMENTS IN CONNECTION WITH
THE SECURITIZATION, INCLUDING, WITHOUT LIMITATION, A PROSPECTUS SUPPLEMENT,
PRIVATE PLACEMENT MEMORANDUM, OFFERING CIRCULAR OR OTHER OFFERING DOCUMENT (EACH
A "DISCLOSURE DOCUMENT") AND MAY ALSO BE INCLUDED IN FILINGS (AN "EXCHANGE ACT
FILING") 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"), OR PROVIDED OR MADE AVAILABLE TO
INVESTORS OR PROSPECTIVE INVESTORS IN THE SECURITIES, THE RATING AGENCIES, AND
SERVICE PROVIDERS RELATING TO THE SECURITIZATION.
IN THE EVENT THAT THE
DISCLOSURE DOCUMENT IS REQUIRED TO BE REVISED PRIOR TO THE SALE OF ALL
SECURITIES, BORROWER WILL COOPERATE WITH THE HOLDER OF THE NOTE IN UPDATING THE
DISCLOSURE DOCUMENT BY PROVIDING ALL CURRENT INFORMATION NECESSARY TO KEEP THE
DISCLOSURE DOCUMENT ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(B)
BORROWER AGREES TO 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, OR
(III) COLLATERAL AND STRUCTURED TERM SHEETS OR SIMILAR MATERIALS, AN
INDEMNIFICATION CERTIFICATE (A) CERTIFYING THAT BORROWER HAS CAREFULLY EXAMINED
SUCH MEMORANDUM OR PROSPECTUS OR TERM SHEETS, AS APPLICABLE, SOLELY WITH RESPECT
TO THE FACTUAL CONTENTS THEREOF RELATED TO THE LOAN, THE MEZZANINE LOAN,
BORROWER, MEZZANINE BORROWER, GUARANTOR, MANAGER, THE PROPERTY, THE COLLATERAL
FOR THE MEZZANINE LOAN AND THE PROVIDED INFORMATION, INCLUDING, WITHOUT
LIMITATION, THE SECTIONS ENTITLED "SPECIAL CONSIDERATIONS," "DESCRIPTION OF THE
MORTGAGES," "DESCRIPTION OF THE MORTGAGE LOANS AND MORTGAGED PROPERTY," "THE
MANAGER," "THE BORROWER" AND "CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOAN," AND
SUCH SECTIONS (AND 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
80
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