Common use of Securitization Indemnification Clause in Contracts

Securitization Indemnification. Borrower and each guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 47, Lender shall include its officers and directors) and any Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each entity who Controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses arise out of or are based upon any untrue statement of any material fact contained in such section or arise out of or are based upon the omission to state therein a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by Xxxxxx, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower). This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 47, Lender shall include its officers and directors) and any Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each entity who Controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses arise out of or are based upon any untrue statement of any material fact contained in such section or arise out of or are based upon the omission to state therein a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower). This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor agree agrees to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all certain designated sections of any such Disclosure Document relating to (as specified for Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, 's review by Lender) have carefully been carefully examined, and that, to the best of such indemnitor’s 's knowledge, 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 the light of the circumstances under which they were made, not misleading; provided, however, such obligation does not create any obligation on the part of Borrower to update the effective date of any representation made by Borrower in connection with the origination of the Loan; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “"Issuer Person”"), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “"Issuer Group”"), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “"Underwriter Group”") for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section (and required to be certified by Borrower as described above and provided that Borrower and Guarantor have been given an opportunity to examine and approve such 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 necessary in order to make the statements in such sections (and required to be certified by Borrower as described above and provided that Borrower and Guarantor have been given an opportunity to examine and approve such sections) or in light of the circumstances under which they were made, not misleading (collectively, “"Securities Liabilities”"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of such sections of the Disclosure Documents (and required to be certified by Borrower as described above and provided that Borrower and Guarantor have been given an opportunity to examine and approve such sections) or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantorGuarantor, and operating statements; provided, rent rollshowever, environmental site assessment reports Borrower indemnification and property condition reports reimbursement obligations set forth in this Section 15.05 (x) shall not apply to the extent any Securities Liabilities arise as a result of Lender inaccurately transcribing written information provided by the Borrower and (y) with respect to the Mortgaged Property (other than any such misstatements information contained in (a Disclosure Document that is derived in part from information provided by Borrower and/or Guarantor and in part from information provided by others shall be limited to any untrue statement or omissions from) third party reports prepared alleged untrue statement therein or omission therefrom that results from an error in any information provided by third parties not affiliated directly or indirectly with Borrower)Borrower and/or Guarantor which Borrower and Guarantor have been given an opportunity to examine and approve. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. (a) Borrower and Hotel Lessee each guarantor agree understands that information provided to Administrative Agent by Borrower, Hotel Lessee and/or their respective agents, counsel and representatives may be included in disclosure documents in connection with the Securitization, including an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act or Exchange Act, and may be made available to investors or prospective investors in the Securities, rating agencies, investment banking firms, any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act (without regard to whether or not such credit rating agency has been engaged by Administrative Agent or its designees in connection with, or in anticipation of, a Securitization), accounting firms, law firms and other third party advisory and service providers relating to the Securitization. Borrower and Hotel Lessee each also understands that the findings and conclusions of any third-party due diligence report obtained by the Administrative Agent, the issuer of any Securitization or any Securitization placement agent or underwriter may be made publicly available if required, and in the manner prescribed, by Section 15E(s)(4)(A) of the Exchange Act and any rules promulgated thereunder. Borrower and Hotel Lessee shall provide in connection with each Disclosure Documentof (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, delivered to Borrower for its review and comment specifying the sections thereof that Administrative Agent desires Borrower to review, an indemnification certificate: agreement (aA) certifying that all Borrower has examined such sections of such the Disclosure Document Documents specified by Administrative Agent relating to Borrower, any SPE Equity Owner, any guarantors, any Property ManagerHotel Lessee, their respective Affiliates, the LoanProperty, any Affiliated Manager, and Guarantor, and/or the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar (such sections, as “Applicable Sections”) and that no such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, such sections (and any other sections reasonably requested) do not Applicable Sections contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements mademade in such Applicable Sections, in the light of the circumstances under which they were made, not misleading; misleading in any material respect (band provided further that any corrections or updates provided by Borrower to such Applicable Sections shall have been incorporated therein to the extent true and accurate), (B) indemnifying Lender (and for purposes of this Section 47Administrative Agent, Lender shall include its officers and directors) the Lenders, the other Indemnified Parties and any Affiliate of Lender Person that (i) has filed the registration statement, if any, statement relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity described in (i) or (ii), an “Issuer PersonRegistration Statement”), each of its directors and each director and officer of any Issuer Personofficers who have signed the Registration Statement, and each entity who Controls Person that controls any Issuer such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, the “Issuer Lender Group”), and each entity which is acting as an underwriter, manager, any other placement agent, initial purchaser agent or in a similar capacity underwriter with respect to the Securitization, each of its their respective directors and officers and officers, each entity Person who Controls any such entity within the meaning of Section 15 controls a member of the Securities Act Lender Group or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, such placement agent, initial purchaser agent or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, the “Underwriter Group”) for any losses Losses (collectively, the “Liabilities”) to which Administrative Agent, any Lender, the Issuer Lender Group or the Underwriter Group may become subject insofar as the losses Liabilities arise out of or are based upon any untrue statement of any material fact contained in such section the Applicable Sections so certified by Borrower or arise out of or are based upon the omission by Borrower to state therein in such Applicable Sections a material fact required to be stated in such sections Applicable Sections or necessary in order to make the statements in such sections or Applicable Sections, in light of the circumstances under which they were made, not misleading in any material respect (collectivelyand provided further that any corrections or updates provided by Borrower to such Applicable Sections shall have been incorporated therein to the extent true and accurate), “Securities Liabilities”); and (cC) agreeing to reimburse LenderAdministrative Agent, Lenders, the Issuer Lender Group and and/or the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxAdministrative Agent, Lenders, the Issuer Lender Group and the Underwriter Group in connection with investigating or defending the Securities Liabilities; provided, however, that indemnitor Borrower will be liable in any such case under clauses (bB) or (cC) above only to the extent that any such Securities Liabilities arise Loss arises out of, of or are is based upon, upon any such untrue statement or omission made therein in the Applicable Sections so certified by Borrower in reliance upon, upon and in conformity with, with information furnished to Lender Administrative Agent by Borrower, Guarantor, or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor their Affiliates in connection with the preparation of the Disclosure Documents such Applicable Sections or in connection with the underwriting or closing of the Loan, including, without limitation, including financial statements of BorrowerBorrower and Hotel Lessee, any SPE Equity Owner or any guarantor, operating statements and operating statements, rent rolls, environmental site assessment reports and property condition reports rolls with respect to the Mortgaged Property (other than and provided further that any corrections or updates provided by Borrower to such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with BorrowerApplicable Sections shall have been incorporated therein to the extent true and accurate). This The indemnification provided for in clauses (B) and (C) above shall be effective whether or not the indemnification agreement described above is provided. The aforesaid indemnity is will be in addition to any liability which Borrower may otherwise have have. In connection with Exchange Act Filings, Borrower shall (i) indemnify Administrative Agent, Lenders, the Lender Group and shall the Underwriter Group for Liabilities to which Administrative Agent, Lenders, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission to state in the Applicable Sections so certified by Borrower a material fact required to be effective whether or stated in such Applicable Sections in order to make the statements in such Applicable Sections, in light of the circumstances under which they were made, not an indemnification certificate described above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, misleading in any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”)material respect, and (ii) reimburse Administrative Agent, Lenders, the obligations and liability of Borrower and Lender Group or the Underwriter Group for any guarantor pursuant to this Section shall not extend to legal or other expenses incurred by Administrative Agent, Lenders, the Third Party InformationLender Group or the Underwriter Group in connection with defending or investigating the Liabilities.

Securitization Indemnification. Borrower and each guarantor Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document has carefully been examined, including, without limitation, the sections entitled "Special Considerations," and/or "Risk Factors," and "Certain Legal Aspects of the Mortgage Loan," or similar sections, and all sections relating to Borrower, any SPE Equity OwnerGeneral Partner, any guarantorsGuarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s 's knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each entity who Controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group Lender may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “"Securities Liabilities”"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by Xxxxxx, the Issuer Group and the Underwriter Group Lender in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner General Partner or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information15.06. Intentionally Omitted.

Securitization Indemnification. Each of Borrower and each guarantor agree Guarantor agrees to provide in connection with each Disclosure DocumentDocument provided by Lender to such parties, an indemnification certificate: (a) certifying that all sections of Borrower and such Guarantor have reviewed such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating theretoDocument, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such and all sections relate relating to Borrower, Equity Owner, Guarantors, Property Manager, if any, their respective Affiliates, the Loan, the Loan Documents and the Property, and any risks or special considerations relating thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only if and to the extent that (a) such Securities Liabilities arise out ofmisstatement or omission is material and (b) Borrower, each Guarantor and their respective Affiliates knew, or are based uponreasonably should have known after due inquiry, any such untrue statement or omission made therein in reliance uponat the time that Borrower, each Guarantor and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of their respective Affiliates approved the Disclosure Documents Document, that the Disclosure Document contained a material misstatement or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower). omission.. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor agree agrees to provide in connection with each Disclosure DocumentDocument provided to Borrower for review, an indemnification certificate: (a) certifying that all sections of such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating theretohas carefully been examined, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such and all sections relate relating to Borrower, SPE Equity Owner, Guarantors, Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Property, and any risks or special considerations relating thereto, have been carefully examined, and that, to the best of such indemnitorBorrower’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.04, Lender shall include its officers and directors) and any Affiliate of Lender the entity that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person 72 described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement of any material fact contained in such section or arise out of or are based upon the omission to state therein a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light breach of the circumstances under which they were made, not misleading foregoing certification set forth in clause (a) (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor Borrower will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property Property, known by Borrower to be untrue or to be a material omission at the time of its certification delivered pursuant to clause (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrowera). This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. (a) Borrower and each guarantor Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that any and all financial and similar information provided at any time by Borrower, Mortgage Borrower or Guarantor with respect to any of them or the Property (the “Provided Information”) included within the sections of the Disclosure Document entitled “Special Considerations,”“Risk Factors,”“Certain Legal Aspects of the Mortgage Loan,”“Description of the Mortgage Loan and Mortgaged Property,”“Description of the Mortgages,”“The Manager,” and/or “The Borrower,” and all sections of such Disclosure Document relating specifically to Borrower, any SPE Equity OwnerMortgage Borrower, any guarantors, any Property ManagerGuarantor, their respective Affiliates, the Loan, the Loan Documents Documents, the Collateral and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, such sections (and any other sections reasonably requested) (to the extent such information relates to or includes any Provided Information (the “Covered Disclosure Information”)) do not contain any untrue statement of a material fact or omit with respect to state a material fact necessary in order to make Borrower, Guarantor, their respective Affiliates, the statements madeLoan, in the light of Loan Documents and the circumstances under which they were made, not misleadingProperty; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement of any material fact contained in such section the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state therein in the Covered Disclosure Information a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner Mortgage Borrower or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 47, Lender shall include its officers and directors) and any Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each entity who Controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity who Controls any such entity within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses arise out of or are based upon any untrue statement of any material fact contained in such section or arise out of or are based upon the omission to state therein a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLxxxxx, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower). This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document relating to Borrower, any SPE Equity Owner, any guarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating theretohas carefully been examined, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such and all sections relate relating to Borrower, SPE Manager, SPE Equity Owner, Guarantors, Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Property, and any risks or special considerations relating thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Manager, SPE Equity Owner or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that any and all financial and similar information provided at any time by Borrower or Guarantor with respect to any of them or the Property (the “Provided Information”) included within the sections of the Disclosure Document entitled “Special Considerations,”“Risk Factors,”“Certain Legal Aspects of the Mortgage Loan,”“Description of the Mortgage Loan and Mortgaged Property,”“Description of the Mortgages,”“The Manager,” and/or “The Borrower,” and all sections of such Disclosure Document relating specifically to Borrower, any SPE Equity Owner, any guarantors, any Property ManagerGuarantor, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s knowledge, such sections (and any other sections reasonably requested) (to the extent such information relates to or includes any Provided Information (the “Covered Disclosure Information”)) do not contain any untrue statement of a material fact or omit with respect to state a material fact necessary in order to make Borrower, Guarantor, their respective Affiliates, the statements madeLoan, in the light of Loan Documents and the circumstances under which they were made, not misleadingProperty; (b) indemnifying Lender (and for purposes of this Section 4715.04, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”) for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement of any material fact contained in such section the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state therein in the Covered Disclosure Information a material fact required to be stated in such sections necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner Borrower or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Each of Borrower and each guarantor agree Guarantor agrees to provide provide, in connection with each Disclosure DocumentDocument provided by Lender to such parties, an indemnification certificate: (a) certifying that all sections of Borrower and such Guarantor have reviewed such Disclosure Document including, without limitation, the sections entitled "Special Considerations," and/or "Risk Factors," and "Certain Legal Aspects of the Mortgage Loan," or similar sections, and all sections relating to Borrower, any SPE Equity Owner, any guarantorsEquity Owner, any Guarantors, Property Manager, if any, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s Indemnitor's knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”"ISSUER PERSON"), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”"ISSUER GROUP"), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”"UNDERWRITER GROUP") for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”"SECURITIES LIABILITIES"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably LOAN NUMBER: 41655 incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only if and to the extent that (a) such Securities Liabilities arise out ofmisstatement or omission is material and (b) Borrower, each Guarantor and their respective Affiliates knew, or are based uponreasonably should have known after due inquiry, any such untrue statement or omission made therein in reliance uponat the time that Borrower, each Guarantor and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of their respective Affiliates approved the Disclosure Documents Document, that the Disclosure Document contained a material misstatement or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)omission. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Each of Borrower and each guarantor agree Guarantor agrees to provide in connection with each Disclosure DocumentDocument provided by Lender to such parties, an indemnification certificate: (a) certifying that Borrower and such Guarantor have reviewed such Disclosure Document, including, without limitation, the sections entitled "Special Considerations," and/or "Risk Factors," and "Certain Legal Aspects of the Mortgage Loan," or similar sections, and all sections of such Disclosure Document relating to Borrower, any SPE Texas Equity Owner, any guarantorsEquity Owner, any Guarantors, Property Manager, if any, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s 's knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”"ISSUER PERSON"), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”"ISSUER GROUP"), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”"UNDERWRITER GROUP") for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”"SECURITIES LIABILITIES"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only if and to the extent that (a) such Securities Liabilities arise out ofmisstatement or omission is material and (b) Borrower, each Guarantor and their respective Affiliates knew, or are based uponreasonably should have known after due inquiry, any such untrue statement or omission made therein in reliance uponat the time that Borrower, each Guarantor and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor in connection with the preparation of their respective Affiliates approved the Disclosure Documents Document, that the Disclosure Document contained a material misstatement or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower). omission.. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.77

Securitization Indemnification. Borrower and each guarantor agree agrees to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document has carefully been examined, including, without limitation, the section entitled "Special Considerations," and or "Risk Factors," and "certain Legal Aspects of the Mortgage Loan," or similar sections, and all sections relating to Borrower, any SPE Equity Owner, any guarantorsGuarantors, any Property Manager, their respective Affiliates, the Loan, ,the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s indeminator's knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “Issuer Person”and "ISSUER PERSON"), and each director and officer of any Issuer Person, and each Person or entity who Controls Ply Gem Industries controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “Issuer Group”"ISSUER GROUP"), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “Underwriter Group”"UNDERWRITER GROUP") for any losses Losses to which Lenderlender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “Securities Liabilities”"SECURITIES LIABILITIES"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (bclauses(b) or (c) above only to the extent that such Securities Liabilities liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.

Securitization Indemnification. Borrower and each guarantor Guarantor agree to provide in connection with each Disclosure Document, an indemnification certificate: (a) certifying that all sections of such Disclosure Document has carefully been examined as to all sections relating to Borrower, any SPE Equity Owner, any guarantorsGuarantors, any Property Manager, their respective Affiliates, the Loan, the Loan Documents and the Mortgaged Property, and any risks or special considerations relating thereto, including, without limitation, the sections entitled “Special Considerations,” and/or “Risk Factors,” and “Certain Legal Aspects of the Mortgage Loan,” or similar sections, as such sections relate thereto, have been carefully examined, and that, to the best of such indemnitor’s 's knowledge, 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 the light of the circumstances under which they were made, not misleading; (b) indemnifying Lender (and for purposes of this Section 4715.05, Lender shall include its officers and directors) and any the Affiliate of Lender that (i) has filed the registration statement, if any, relating to the Securitization and/or (ii) which is acting as issuer, depositor, sponsor and/or in a similar capacity with respect to the Securitization (any entity Person described in (i) or (ii), an “"Issuer Person”"), and each director and officer of any Issuer Person, and each Person or entity who Controls controls any Issuer Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (collectively, “"Issuer Group”"), and each entity Person which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act which is acting as an underwriter, manager, placement agent, initial purchaser or in a similar capacity with respect to the Securitization, each of its directors and officers and each entity Person who Controls controls any such entity Person within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act (collectively, “"Underwriter Group”") for any losses Losses to which Lender, the Issuer Group or the Underwriter Group may become subject insofar as the losses Losses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such section 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 necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading (collectively, “"Securities Liabilities”"); and (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter Group for any legal or other expenses reasonably incurred by XxxxxxLender, the Issuer Group and the Underwriter Group in investigating or defending the Securities Liabilities; provided, however, that indemnitor will be liable under clauses (b) or (c) above only to the extent that such Securities Liabilities arise out of, or are based upon, any such untrue statement or omission made therein in reliance upon, and in conformity with, information furnished to Lender or any member of the Issuer Group or Underwriter Group by or on behalf of Borrower or a guarantor Guarantor in connection with the preparation of the Disclosure Documents or in connection with the underwriting of the Loan, including, without limitation, financial statements of Borrower, any SPE Equity Owner or any guarantorGuarantor, and operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Mortgaged Property (other than any such misstatements contained in (or omissions from) third party reports prepared by third parties not affiliated directly or indirectly with Borrower)Property. This indemnity is in addition to any liability which Borrower may otherwise have and shall be effective whether or not an indemnification certificate described in (a) above is provided and shall be applicable based on information previously provided by or on behalf of Borrower or a guarantor Guarantor if the indemnification certificate is not provided. Notwithstanding the foregoing, any indemnification certificate may expressly exclude any information contained in third party reports prepared by parties that are not Affiliates of Borrower or any guarantor (“Third Party Information”), and the obligations and liability of Borrower and any guarantor pursuant to this Section shall not extend to the Third Party Information.