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, 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 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 Lender 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 Lender or any Affiliate of Lender or any other Person as the successor holder of the Senior Loan or any interest therein.
By Lender. Subject to completion of the deliveries called for in Section 4 and further subject to the succeeding sentence, this Agreement shall be Lender's discharge and release of Borrower from each and every obligation evidenced by the Loan Agreement, and Lender shall make no demand on or claim against Borrower in respect of such obligations. Nothing herein is intended, nor should it be construed, to release or terminate the Security Instruments, each which shall remain in full force and effect.
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. 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:
By Lender. In addition, Lender may include the following as Qualified Accounts: Accounts derived from the contract in which Borrower receives software license fees from Blue Cross/Blue Shield of Tennessee (and similar contracts which are individually approved in writing by Lender), subject in all cases to Lender's audit and due diligence of such contract and the performance thereunder, including without limitation (i) Lender's confirmation that the contract has been performed by Borrower pursuant to its terms and (ii) Lender's confirmation that the payor under such contract has agreed that such contract has been performed by Borrower and that such payor will pay the amount agreed upon pursuant to the terms of such contract.
By Lender. Lender shall: (a) execute and deliver to Guarantor an Assignment of Interest in Security Agreement in the form of Exhibit C; (b) execute and cause to be filed with the Oregon Secretary of State and Multnomah County Recorder a UCC-3 financing statement, reflecting the assignment described in clause (a); and (c) mark the Demand Note "Paid" and deliver the same to Borrower.