9.2
Securitization Indemnification.
(a) Each Borrower understands that information provided to Lender by Borrowers
and their agents, counsel and representatives may be included in Disclosure
Documents in connection with the Securitization 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.
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)
UPON LENDER'S REASONABLE REQUEST, BORROWERS
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 BORROWERS HAVE
EXAMINED SUCH DISCLOSURE DOCUMENTS SPECIFIED BY LENDER AND THAT TO EACH
BORROWER'S ACTUAL KNOWLEDGE, EACH SUCH DISCLOSURE DOCUMENT, AS IT RELATES TO
BORROWERS, BORROWERS' AFFILIATES, GUARANTORS, HRHI, THE PROPERTIES, THE IP, THE
MANAGERS, THE LIQUOR MANAGER, THE GAMING OPERATOR AND/OR THE LOAN, DOES NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
IN EACH BORROWER'S ACTUAL KNOWLEDGE NECESSARY IN ORDER TO MAKE THE STATEMENTS
MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MATERIALLY MISLEADING, (B) JOINTLY AND SEVERALLY INDEMNIFYING LENDER, CREDIT
SUISSE (WHETHER OR NOT IT IS LENDER), ANY AFFILIATE OF CREDIT SUISSE THAT HAS
FILED ANY REGISTRATION STATEMENT RELATING TO THE SECURITIZATION OR HAS ACTED AS
THE SPONSOR OR DEPOSITOR IN CONNECTION WITH THE SECURITIZATION, ANY AFFILIATE OF
CREDIT SUISSE THAT ACTS AS AN UNDERWRITER, PLACEMENT AGENT OR INITIAL PURCHASER
OF SECURITIES ISSUED IN THE SECURITIZATION, ANY OTHER CO-UNDERWRITERS,
CO-PLACEMENT AGENTS OR CO-INITIAL PURCHASERS OF SECURITIES ISSUED IN THE
SECURITIZATION, AND EACH OF THEIR RESPECTIVE 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 OUT-OF-POCKET LOSSES, THIRD PARTY CLAIMS, ACTUAL DAMAGES (BUT NOT LOST
REVENUES, DIMINUTION IN VALUE AND OTHER CONSEQUENTIAL DAMAGES) OR LIABILITIES
(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
ANY SUCH DISCLOSURE DOCUMENT SPECIFIED BY LENDER FOR BORROWERS' REVIEW, AS IT
RELATES TO BORROWERS, BORROWERS' AFFILIATES, GUARANTORS, HRHI, THE PROPERTIES,
THE IP, THE MANAGERS, THE LIQUOR MANAGER, THE GAMING OPERATOR AND/OR THE LOAN,
KNOWN BY ANY BORROWER TO BE UNTRUE OR ARISE OUT OF OR ARE BASED UPON THE
OMISSION