By Lender. Lender may assign its right, title and interest in this Agreement, in whole or in part, effective upon notice to Borrower and Pledgeholder. Following such assignment, this Agreement shall be binding upon and inure to the benefit of any such assignee. Such assignment shall be conditioned on compliance with any applicable state and federal securities laws and, upon request by Borrower, Lender shall furnish an opinion of counsel to such effect, reasonably satisfactory to the Issuer and Borrower.
By Lender. If any Brooke Party fails to comply with subsection (a) above, such Brooke Party authorizes the Lender to file financing or continuation statements, and amendments thereto and assignments thereof, relating to all or any part of the Collateral without the signature of the Borrower, BWF, the Servicer or the Seller where permitted by law in order to enable the Lender to exercise its respective rights and remedies under this Agreement. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Lender will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower (but a failure to do so shall not affect the effectiveness of such statements).
By Lender. Without the prior written consent of Lender, the Borrowers and Guarantors will at all times comply with the covenants contained in this Article V, from the date hereof and for so long as any part of the Notes or the Commitment is outstanding.
By Lender. Effective as of the Key Principal Release Effective Date, Lender, for itself and the other Lender Released Parties (such persons and entities other than Lender are referred to collectively as the "Other Lender Releasors"), does hereby release, discharge and acquit Key Principal and Key Principal's officers, directors, agents, -13- representatives, and loan servicers (the "Key Principal Released Parties") and Borrower, and each of its officers, directors, shareholders, agents, employees, servicers, and affiliates, and their respective successors, heirs and assigns (collectively, the "Borrower Released Parties"), of and from any and all Claims, which in any way arise out of, are connected with or relate to any or all of the following: (a) the Loan or the servicing or administration of the Loan, as well as any action or inaction of the Key Principal Released Parties or the Borrower Released Parties or any of them with respect to the Loan or the servicing or administration thereof; (b) any or all of the transactions which are the subject of or contemplated by any or all of the Loan Documents (it being agreed that although the Loan is cross-defaulted and cross-collateralized with other loans encumbering the other Borrower Projects, the foregoing shall not be deemed to apply to those other loan transactions even though the term "Loan Documents" may include documents related to such other loans); (c) the Property; (d) this Agreement or enforcement of this Agreement; or (e) any fact, matter or transaction existing or occurring as of or prior to the Key Principal Release Effective Date and relating to the Loan, including the Letter Agreement or the Order; provided, however, that the foregoing release shall not apply to the payment obligations, if any, of the Key Principal Released Parties or the Borrower Released Parties remaining under the Letter Agreement or the Order after the Key Principal Release Effective Date. Upon payment of all amounts due by all parties having payment obligations under the Letter Agreement or the Order after the Key Principal Release Effective Date, Lender shall provide a substantially similar release with respect to such obligations. As to all matters being released by Lender and the Other Lender Releasors pursuant to the provisions hereof, Lender for itself and on behalf of the Other Lender Releasors, expressly acknowledges that the Release of Claims set forth in this Section 23(c) applies to all Claims whether or not known to Lender or...
By Lender. If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate charged under the Notes from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Notes and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Notes, or (c) be treated as a balloon payment which will be due and payable at the Notes' maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had.
By Lender. If it is determined that Lender is to receive an additional principal payment, Borrower shall, within five (5) business days after determination of the accounting firm, remit such sum to Lender. If it is determined that Borrower has over-paid such monthly principal payment, Borrower at its option, may either credit such amount against the next month's principal payment or apply such amount to reduce the principal amount outstanding under the Note.
By Lender. In confirmation of the provisions of this Agreement, Lender, for itself and for all persons claiming by or through it, hereby releases, acquits and fully discharges Borrower and his heirs and assigns from any and all claims, liabilities, causes of action, damages or expenses, known or unknown, accrued or unaccrued, contingent or other-wise, whether sounding in contract or tort, arising on or before the date hereof, under common law or by statute or regulation, that is based upon facts arising prior to the date of this Agreement, with respect to any matter or action related to the matters described in this Agreement and any other matters and relationships between the parties, SAVE AND EXCEPT only those obligations referred to in Section 4.3 below.
By Lender. LENDER shall indemnify and hold BROKER and its agent harmless from any and all demands, costs, judgments and claims of any kind (including attorneys fees and court costs) arising out of claims on an Application or resulting Loan arising from the acts or omissions of LENDER or its personnel or agents after the submission of an Application to LENDER.
By Lender. Lender hereby agrees to indemnify, defend and hold harmless Borrower and their respective affiliates and any of their respective officers, directors, employees, agents, consultants or other representatives from and against all Liabilities, to the extent arising out of or relating to any Claim by any third party based on, arising out of or relating to Lender's breach of any of its representations, warranties or obligations set forth in this Agreement; provided, however, Lender's obligation to provide such indemnity will not apply to the extent that such Liabilities are incurred as a result of the breach by Borrower in any material respect of their obligations under this Agreement.
By Lender. Lender hereby indemnifies and agrees to hold harmless (i) the Borrower and the Guarantors; (ii) the parent, Subsidiaries, and Affiliates of such Persons; and (iii) each of the respective officers, directors, employees, representatives, agents, and attorneys of the Persons described in clauses (i) – (iii) above (collectively, the “Borrower Indemnified Parties”) from and against any and all losses, liabilities, damages, penalties, demands, judgments, settlements, costs, and expenses, including without limitation those costs and expenses relating to any investigation or any defense or prosecution of any proceedings, and reasonable fees and expenses of attorneys, (collectively, “Borrower Losses”) suffered or incurred by the Borrower Indemnified Parties to the extent arising out of or resulting from any claims, suits, arbitrations, or actions instituted by a third Party based on any of the following:
(i) The inaccuracy in any material respect of any representation or warranty made by the Lender and contained in this Agreement; and
(ii) Lender’s, its employees’ or its agents’ burglary, fraud, theft, other criminal acts, gross negligence, willful misconduct or breach of this Agreement.
