Common use of Borrower Indemnity Regarding Filings Clause in Contracts

Borrower Indemnity Regarding Filings. In connection with filings under the Exchange Act, Borrower shall (i) indemnify Lender, the Issuer Group and the Underwriter Group for any Liabilities to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse Lender, the Issuer Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Issuer Group or the Underwriter Group in connection with defending or investigating the Liabilities, provided, however, notwithstanding anything in this Article XVII to the contrary, that Borrower shall not be required to indemnify Lender, the Issuer Group or the Underwriter Group for any Liabilities relating to (i) untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower’s examination of such Disclosure Document, or (ii) information contained in Provided Information reviewed but not prepared by Borrower, Guarantor or any of their respective Affiliates and not known by Borrower to be untrue or incorrect in any material respect.

Borrower Indemnity Regarding Filings. The Borrowers shall carefully examine those specific factual portions of any filings to be made by Lender under the Exchange Act in connection with a Secondary Market Transaction pertaining to the Borrowers, any Property, any Manager and the Loan which the Borrowers are specifically requested in writing to review. In connection with filings under the Exchange Act, Borrower the Borrowers shall (i) indemnify Lender, the Issuer Gramercy Group and the Underwriter Group for any Liabilities to which Lender, the Issuer Gramercy Group or the Underwriter Group may become becomes subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information sections of any such filings that the Borrowers are specifically requested to review a material fact required to be stated in the Provided Information such sections in order to make the statements in the Provided Informationtherein, in light of the circumstances under which they were made not misleading in any material respect and (ii) reimburse Lender, the Issuer Gramercy Group or the Underwriter Group for any reasonable legal or other out-of-pocket expenses actually incurred by Lender, Issuer the Gramercy Group or the Underwriter Group in connection with defending or investigating the Liabilities, ; provided, however, notwithstanding anything in this Article XVII to that the contrary, that Borrower Borrowers shall not be required to indemnify Lender, the Issuer Gramercy Group or the Underwriter Group for any Liabilities relating to (i) untrue statements or omissions which Borrower the Borrowers or their attorneys or representatives identified to Lender in writing at the time of Borrower’s the Borrowers’ examination of such Disclosure Document, filings or (ii) information contained in Provided Information reviewed but not prepared for any Liabilities arising from or caused by Borrower, Guarantor Lender’s gross negligence or any of their respective Affiliates and not known by Borrower to be untrue or incorrect in any material respectwillful misconduct.

Borrower Indemnity Regarding Filings. In connection with filings under the Exchange Act, Borrower shall (ia) indemnify Lender, the Issuer Lender Group and the Underwriter Group for any Liabilities to which Lender, the Issuer Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged actual omission to state in the Provided Information Information, which was provided to and approved by Borrower, a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information related to Borrower, Owner, Guarantor or the Property, and which has been provided to Borrower for review, in light of the circumstances under which they were made not misleading and (b) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities which are incurred as a result of the actual omission to state in the Provided Information, which was provided to and approved by Borrower, of a material fact known to Borrower required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse misleading, except, in each case, arising out of the fraud, illegal acts, or intentional misrepresentations of the Lender, the Issuer Lender Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Issuer Group or the Underwriter Group in connection with defending or investigating the Liabilities, provided, however, notwithstanding anything in this Article XVII to the contrary, that Borrower shall not be required to indemnify Lender, the Issuer Group or the Underwriter Group for any Liabilities relating to (i) untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower’s examination of such Disclosure Document, or (ii) information contained in Provided Information reviewed but not prepared by Borrower, Guarantor or any of their respective Affiliates and not known by Borrower to be untrue or incorrect in any material respectGroup.

Borrower Indemnity Regarding Filings. In connection with filings under the Exchange Act, Borrower shall (i) indemnify Lender, the Issuer Group and the Underwriter Group for any Liabilities to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse Lender, the Issuer Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Issuer Group or the Underwriter Group in connection with defending or investigating the Liabilities, provided, however, notwithstanding anything in this Article XVII to the contrary, that Borrower shall not be required to indemnify Lender, the Issuer Group or the Underwriter Group for any Liabilities relating to (i) untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower’s examination of such Disclosure Document, or (ii) information contained in Provided Information reviewed but not prepared by Borrower, 102 Guarantor or any of their respective Affiliates and not known by Borrower to be untrue or incorrect in any material respect.

Borrower Indemnity Regarding Filings. In connection with filings under the Exchange ActAct or other reports containing comparable information that is required to be made “available” to holders of the Securities under Regulation AB or applicable Legal Requirements, Borrower shall (ia) indemnify Lender, the Issuer Lender Group and the Underwriter Group for any Liabilities to which Lender, the Issuer Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged actual omission to state in the Provided Information of a material fact known to Borrower required to be stated in the Provided Information, which was provided to and approved by Borrower, in order to make the statements in the Provided Information, relating to Borrower, Guarantor and the Property and which has been provided to Borrower for review, in light of the circumstances under which they were made not misleading and (b) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities which are incurred as a result of the actual omission to state in the Provided Information of a material fact known to Borrower required to be stated in the Provided Information in order to make the statements in the Provided Information, relating to Borrower, Guarantor and the Property and which has been provided to Borrower for review, in light of the circumstances under which they were made not misleading and (ii) reimburse misleading, except, in each case, arising out of the fraud, illegal acts, or intentional misrepresentations of the Lender, the Issuer Lender Group or the Underwriter Group for any legal or other expenses actually incurred by Lender, Issuer Group or the Underwriter Group in connection with defending or investigating the Liabilities, provided, however, notwithstanding anything in this Article XVII to the contrary, that Borrower shall not be required to indemnify Lender, the Issuer Group or the Underwriter Group for any Liabilities relating to (i) untrue statements or omissions which Borrower identified to Lender in writing at the time of Borrower’s examination of such Disclosure Document, or (ii) information contained in Provided Information reviewed but not prepared by Borrower, Guarantor or any of their respective Affiliates and not known by Borrower to be untrue or incorrect in any material respectGroup.