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77060900v2
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<br />Facilities or such third party (and portions of any other sections reasonably requested by the
<br />Controlling Person or the Funding Lender pertaining to the Borrower, General Partner or
<br />Guarantor, the Project Facilities or the third party). The Borrower shall, if requested by the
<br />Controlling Person or the Funding Lender, certify in writing that the Borrower has carefully
<br />examined those portions of such Secondary Market Disclosure Document, pertaining to the
<br />Borrower, General Partner or Guarantor, the Project Facilities or the third party, and such portions
<br />(and portions of any other sections reasonably requested and pertaining to the Borrower, the Project
<br />Facilities or the third party) do not contain any untrue statement of a material fact or omit to state
<br />a material fact necessary in order to make the statements made, in the light of the circumstances
<br />under which they were made, not misleading; provided that the Borrower shall not be required to
<br />make any representations or warranties regarding any Provided Information obtained from a third
<br />party except with respect to information it provided to such third parties; provided further that the
<br />Borrower will be required to cause such third parties to provide similar certification with respect to
<br />any information not so certified by the Borrower. Furthermore, the Borr ower hereby indemnifies
<br />the Funding Lender, the Controlling Person, the Funding Lender, the Governmental Lender and
<br />Governmental Lender, sponsor, guarantor and the underwriter group for any securities, and their
<br />affiliates, officers, directors, partners, members, agents, attorneys and controlling persons (the
<br />“Underwriter Group”) for any liabilities to which any such parties may become subject to the extent
<br />such liabilities arise out of or are based upon the use of the Provided Information in a Secondary
<br />Market Disclosure Document.
<br />(d) In connection with filings under the Exchange Act or the Securities Act, the
<br />Borrower shall (i) defend and indemnify the Controlling Person, the Funding Lender, the Funding
<br />Lender, the Governmental Lender, its members, and the Underwriter Group for any liabilities to
<br />which the Funding Lender, the Controlling Person, the Governmental Lender, the Funding Lender
<br />or the Underwriter Group may become subject insofar as such liabilities arise out of or are based
<br />upon the omission or alleged omission to state in the Provided Information of a material fact
<br />required to be stated in the Provided Information in order to make the statements in the Provided
<br />Information, in the light of the circumstances under which they were made not misleading, and (ii)
<br />reimburse the Controlling Person, the Funding Lender, the Funding Lender, the Underwriter Group
<br />and other indemnified parties listed above for any legal or other expenses reasonably incurred by
<br />the Controlling Person, the Funding Lender, the Funding Lender or the Underwriter Group in
<br />connection with defending or investigating the liabilities; provided that the Borrower shall not
<br />provide any indemnification regarding any Provided Information obtained from unrelated third
<br />parties except with respect to information it provided to such parties, but shall take commercially
<br />reasonable efforts to require such third parties to provide such indemnification with respect to
<br />information they certify.
<br />(e) Promptly after receipt by an indemnified party under this Section 10.12 of notice
<br />of the commencement of any action for which a claim for indemnification is to be made against the
<br />Borrower, such indemnified party shall notify the Borrower in writing of such commencement, but
<br />the omission to so notify the Borrower will not relieve the Borrower from any liability that it may
<br />have to any indemnified party hereunder except to the extent that failure to notify causes prejudice
<br />to the Borrower. In the event that any action is brought against any indemnified party, and it notifies
<br />the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other
<br />indemnifying party, to participate therein and, to the extent that it (or they) may elect by written
<br />notice delivered to the indemnified party promptly after receiving the aforesaid notice of
<br />commencement, to assume the defense thereof with counsel selected by the Borrower and
<br />reasonably satisfactory to such indemnified party in its sole discretion. After notice from the
<br />Borrower to such indemnified party under this Section 10.12 and provided that the Borrower duly
<br />provides the defense and indemnity herein described, including payment of all required fees,
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