Common use of Securitization Indemnification Clause in Contracts

Securitization Indemnification. (a) Borrower and Indemnitor understand that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus, prospectus supplement or private placement memorandum (each, a "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"), 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 and Indemnitor 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 and Indemnitor agree to provide in connection with each of (i) a preliminary and a final private placement memorandum, (ii) a preliminary and final prospectus or prospectus supplement or (iii) such other offering materials as may be used for the securitization of the Loan (such materials described in clauses (i), (ii) or (iii), as applicable, being herein after referred to collectively as the "Offering Materials") an indemnification certificate (A) certifying that Borrower and Indemnitor have carefully examined the Offering Materials, including without limitation, the sections entitled "Summary of Offering Memorandum", "Risks

Securitization Indemnification. (a) Borrower and Indemnitor understand understands that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectusprospectus supplement, prospectus supplement or private placement memorandum memorandum, offering circular or other offering document (each, 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 Investors or prospective investors 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 and Indemnitor 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 and Indemnitor agree agrees to provide in connection with each of (i) a preliminary and a final private placement memorandum, memorandum or (ii) a preliminary and final prospectus or prospectus supplement supplement, as applicable, or (iii) such other offering materials as may be used for the securitization of the Loan (such materials described in clauses (i)collateral and structured term sheets or similar materials, (ii) or (iii), as applicable, being herein after referred to collectively as the "Offering Materials") an indemnification certificate certificate (A) certifying that Borrower and Indemnitor have has carefully examined the Offering Materialssuch memorandum or prospectus or term sheets, as applicable, including without limitation, the sections entitled "Summary Special Considerations," "Description of Offering Memorandumthe Mortgages," ", "RisksDescription of the