Common use of Brokers and Financial Advisors Clause in Contracts

Brokers and Financial Advisors. (a) Each Borrower hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Each Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) shall survive the expiration and termination of this Agreement and the payment of the Debt. (b) Lender hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Lender hereby agrees to indemnify, defend and hold Borrowers harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Lender or an Affiliate of Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21(b) shall survive the expiration and termination of this Agreement and the payment of the Debt.

Brokers and Financial Advisors. (a) Each Borrower hereby represents and warrants that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this AgreementAgreement other than Estreich & Company, Inc. (the “Broker”). Each Borrower hereby agrees shall pay all brokerage commissions and fees payable to Broker with respect to the transactions contemplated by this Agreement and shall indemnify, defend and hold Lender each Indemnified Party and its officers and directors harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) Losses in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) shall survive the expiration and termination of this Agreement and the payment breach of the Debtforegoing representation and warranty. (b) Lender Agent hereby represents and warrants that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this AgreementAgreement other than Broker. Lender hereby agrees to Agent shall indemnify, defend and hold Borrowers each Indemnified Party and its officers and directors harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) Losses in any way relating to or arising from a claim by any Person breach of the foregoing representation and warranty. (c) Each Lender hereby represents and warrants that such Person acted on behalf of Lender it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or an Affiliate of Lender finders in connection with the transactions contemplated hereinby this Agreement other than Broker. Each Lender shall indemnify, defend and hold each Indemnified Party and its officers and directors harmless from and against any Losses in any way relating to or arising from a breach of the foregoing representation and warranty. (d) The provisions of this Section 10.21(b) 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Brokers and Financial Advisors. (a) Each 9.21.1 Except as otherwise set forth in Section 10.4.4 of this Agreement, Borrower hereby represents that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this AgreementAgreement or any of the other Loan Documents. Each Borrower hereby agrees to shall indemnify, defend and hold Lender and all affiliates thereof harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) 9.21.1 shall survive the expiration and termination of this Agreement and the payment of the DebtObligations. (b) 9.21.2 Lender hereby represents that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this AgreementAgreement or any of the other Loan Documents. Lender hereby agrees to shall indemnify, defend and hold Borrowers Borrower and all affiliates thereof harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ reasonable Borrower’s attorneys’ fees and expenses (but only for one (1) set of attorneys)expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Lender Borrower or an Affiliate of Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21(b) 9.21.2 shall survive the expiration and termination of this Agreement and the payment of the DebtObligations.

Brokers and Financial Advisors. (a) Each Borrower hereby ------------------------------ represents that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Credit Agreement. Each Borrower hereby agrees to indemnify, defend indemnifies Agent and hold each Lender and each of their Subsidiaries and Affiliates and holds them harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) shall survive the expiration and termination of this Credit Agreement and the payment repayment of the Debt. (b) Lender GSMC hereby represents that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Lender Credit Agreement other than Xxxxxxx, Xxxxx & Co. GSMC hereby agrees to indemnify, defend indemnifies Borrower and hold Borrowers their respective Subsidiaries and Affiliates and holds them harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person (including without limitation Xxxxxxx, Sachs & Co.) that such Person acted on behalf of Lender or an Affiliate of Lender GSMC in connection with the transactions contemplated herein. The provisions of this Section 10.21(b) shall survive the expiration and termination of this Credit Agreement and the payment repayment of the Debt.

Brokers and Financial Advisors. (a) Each Borrower hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Each Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all third-third- party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) shall survive the expiration and termination of this Agreement and the payment of the Debt. (b) Lender hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Lender hereby agrees to indemnify, defend and hold Borrowers harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Lender or an Affiliate of Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21(b) shall survive the expiration and termination of this Agreement and the payment of the Debt.

Brokers and Financial Advisors. (a) Each Borrower hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Each Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate of any Borrower in connection with the transactions contemplated herein. The provisions of this Section 10.21(a) shall survive the expiration and termination of this Agreement and the payment of the Debt. (b) Lender hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Lender hereby agrees to indemnify, defend and hold Borrowers Borrower harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ Borrower’s reasonable attorneys’ fees and expenses (but only for one (1) set of attorneys)) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Lender or an Affiliate of Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21(b) shall survive the expiration and termination of this Agreement and the payment of the Debt.

Brokers and Financial Advisors. (a) Each Borrower hereby represents that neither it nor any of its Affiliates has dealt with any no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Each Borrower hereby agrees to indemnify, defend indemnifies Lender and hold its affiliates and holds Lender and its affiliates each harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Lender’s including, without limitation, reasonable attorneys’ fees and expenses (but only for one (1disbursements) set of attorneys)) any kind in any way relating to or arising from a claim by any Person that such Person acted on behalf of any Borrower or an Affiliate its affiliates or any of any Borrower its agents or representatives in connection with the transactions contemplated herein. The provisions of this Section 10.21(a11.21(a) shall survive the expiration and termination of this Agreement and the payment repayment of the Debt. (b) Lender hereby represents that neither it nor any of its Affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents no brokers or finders in connection with the transactions contemplated by this Agreement, other than Goldman. Lender hereby agrees to indemnifyindemnifies Borrower and its respective affiliates and holds Borrower and its respective affiliates, defend and hold Borrowers each harmless from and against any and all third-party claims, liabilities, out-of-pocket costs and reasonable expenses of any kind (including Borrowers’ including, without limitation, reasonable attorneys’ fees and expenses (but only for one (1disbursements) set of attorneys)) any kind in any way relating to or arising from a claim by any Person (including, without limitation, Goldman) that such Person acted on behalf of Lender or an Affiliate its affiliates or any of Lender its agents or representatives in connection with the transactions contemplated herein. The provisions of this Section 10.21(b11.21(b) shall survive the expiration and termination of this Agreement and the payment repayment of the Debt.