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. 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. 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, 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. 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 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. The Lender may assign, transfer, novate or otherwise deal with its rights, interests and obligations under this Agreement without the consent of, or notice to, an Obligor, including without limitation to any party that provides finance to the Lender.
By Lender. Upon Borrower's compliance with the provisions of Section 3.1 hereof, and provided that Borrower is not in default, and subject to all other provisions of this Agreement, Lender will advance and disburse the Construction Loan in monthly installments at the times and amounts in accordance with Schedule "A" attached hereto. Such advances as provided by this Section 3.2 shall be in addition to any prior advance necessary to complete the purchase of Property. However, in no event shall the total loan disbursement be greater than $765,000.00.
By Lender. The Lender may at its own cost assign or transfer all or any of its rights or obligations under the Finance Documents at any time provided only that it notifies the Borrower which it may do at any time before or after any such transfer.
By Lender. To the extent permitted by law, Lender will indemnify and hold harmless Borrower, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Borrower within the meaning of the Securities Act, and any underwriter, against all losses, claims, damages or liabilities (joint or several) to which Borrower or any such director, officer, controlling person or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based on any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance on and in conformity with written information furnished by Lender expressly for use in connection with such registration; and Lender will reimburse any legal or other expenses reasonably incurred by Borrower or any such director, officer, controlling person or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 22.5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Lender, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by Lender under this Section 22.5.2 in respect of any Violation shall not exceed the net proceeds received by Lender in the registered offering out of which such Violation arises.
By Lender. The Lenders shall have the right during the continuance of an Event of Default or during an event of default under the Senior Loan to acquire all or any portion of the Senior Loan or any interest in any holder of, or participant in, the Senior Loan without notice or consent of Borrower or any other Loan Party, in which event the Lenders shall have and may exercise all rights of the Senior Lender thereunder (to the extent of its interest), including the right (i) to declare that the Senior Loan is in default and (ii) to accelerate the Senior Loan indebtedness, in accordance with the terms thereof and (iii) to pursue all remedies against any obligor under the Senior Loan Documents. In addition, Borrower and each other Loan Party hereby expressly agree that any claims, counterclaims, defenses, offsets, deductions or reductions of any kind which Borrower or any other Person may have against Senior Lender relating to or arising out of the Senior Loan shall be the personal obligation of Senior Lender, and in no event shall the SHP Subsidiaries, Borrower or any other Loan Party be entitled to bring, pursue or raise any such claims, counterclaims, defenses, offsets, deductions or reductions against Administrative Agent, any Lender or any Affiliate of Lender or any other Person as the successor holder of the Senior Loan or any interest therein.
