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. 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. 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. 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. 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. 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. 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.