Common use of FULL REPAYMENT AND RECONVEYANCE Clause in Contracts

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Administrative Agent shall promptly issue a full satisfaction of the lien of the Deed of Trust and all of the Loan Documents shall terminate and Borrower shall have no further obligations or liabilities thereunder, except any such obligations or liabilities which by their express terms survive repayment in full of the Loan and the termination of the Loan Documents. The Administrative Agent shall, at Borrower’s expense, execute all instruments of termination, notices and other documents reasonably requested by Borrower to evidence the same and to put third parties on notice thereof. Any Collateral then held by Administrative Agent shall promptly be delivered to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent shall cooperate with Borrower to effect an assignment of the Notes and the Deed of Trust in connection with the repayment in full of the Loan (in lieu of satisfaction) in the following manner: (i) the Lenders shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose Note shall have been lost, stolen, misplaced or destroyed) and the Deed of Trust, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by Borrower; (ii) any such assignment shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents, items and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The assignment of the Notes and the Deed of Trust to the new lender shall be accomplished by an escrow closing conducted through an escrow agent satisfactory to Administrative Agent (it being understood that a nationally recognized title company is satisfactory to the Administrative Agent) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Administrative Agent. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agent, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Administrative Agent shall have no liability to Borrower or any other Person for any Lender’s failure to deliver its Note (or lost Note affidavit), and the failure to deliver such Note or affidavit, or Assignment of the Note and Deed of Trust as contemplated hereby, shall not affect or limit Borrower’s obligations under this Agreement or create any right, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect to the payment or performance of such obligations.

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Administrative Agent Lender shall promptly issue a full satisfaction reconveyance of the Property from the lien of the Deed of Trust and Mortgage; provided, however, that all of the Loan Documents following conditions shall terminate be satisfied at the time of, and Borrower with respect to, such reconveyance: (a) Lender shall have no further obligations or liabilities thereunderreceived all escrow, except closing and recording costs, the costs of preparing and delivering such reconveyance and any such obligations or liabilities which by their express terms survive repayment in full of the Loan sums then due and the termination of payable under the Loan Documents. The Administrative Agent shall; and (b) Lender shall have received a written release satisfactory to Lender of any set aside letter, at Borrower’s expenseletter of credit or other form of undertaking which Lender has issued to any surety, execute all instruments of termination, notices and governmental agency or any other documents reasonably requested by Borrower to evidence the same and to put third parties on notice thereof. Any Collateral then held by Administrative Agent shall promptly be delivered to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent shall cooperate with Borrower to effect an assignment of the Notes and the Deed of Trust party in connection with the repayment in full Loan and/or the Property. Lender’s obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan (in lieu undisbursed as of satisfaction) in the following manner: (i) date of issuance of such release or reconveyance, and any commitment of Lender to lend any undisbursed portion of the Lenders shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose Note shall have been lost, stolen, misplaced or destroyed) and the Deed of Trust, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by Borrower; (ii) any such assignment Loan shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents, items and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower canceled. Any repayment shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The assignment of the Notes and the Deed of Trust without prejudice to the new lender shall be accomplished by an escrow closing conducted through an escrow agent satisfactory to Administrative Agent (it being understood that a nationally recognized title company is satisfactory to the Administrative Agent) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Administrative Agent. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agent, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Administrative Agent shall have no liability to Borrower or any other Person for any Lender’s failure to deliver its Note (or lost Note affidavit), and the failure to deliver such Note or affidavit, or Assignment of the Note and Deed of Trust as contemplated hereby, shall not affect or limit Borrower’s obligations under this any Swap Agreement or create any rightbetween Borrower and Lender, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect which shall remain in full force and effect subject to the payment or performance terms of such obligationsSwap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such repayment, and may require Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Administrative Agent shall promptly issue a full satisfaction of the lien of the Deed of Trust Security Instrument and all of the Loan Documents shall terminate and Borrower shall have no further obligations or liabilities thereunder, except any such obligations or liabilities which by their express terms survive repayment in full of the Loan and the termination of the Loan Documents. The Administrative Agent shall, at Borrower’s expense, execute all instruments of termination, notices and other documents reasonably requested by Borrower to evidence the same same, to ensure that all Property encumbrances related to the Security Instrument and Loan are terminated and to put third parties on notice thereof. Any Collateral then held by Administrative Agent shall promptly be delivered to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent shall cooperate with Borrower to effect an assignment of the Notes and the Deed of Trust Security Instrument in connection with the repayment in full of the Loan (in lieu of satisfaction) in the following manner: (i) the Lenders shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose Note shall have been lost, stolen, misplaced or destroyed) and the Deed of TrustSecurity Instrument, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by BorrowerBorrower (other than that the applicable Lender is the legal holder of its Note and that each Person signing such instruments is authorized to execute and deliver such instruments); (ii) any such assignment shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents, items documents and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignmentassignment and (iv) each Lender shall use commercially reasonable efforts to cooperate with any reasonable requests from the new lender’s title insurance company in connection with such assignment of the Notes and the Security Instrument. The assignment of the Notes and the Deed of Trust Security Instrument to the new lender shall be accomplished by an escrow closing conducted through an escrow agent satisfactory to Administrative Agent (it being understood that a nationally recognized title company is satisfactory to the Administrative Agent) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Administrative Agent. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agent, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Administrative Agent shall have no liability to Borrower or any other Person for any Lender’s failure to deliver its Note (or lost Note affidavit), and the failure to deliver such Note or affidavit, or Assignment of the Note and Deed of Trust Security Instrument as contemplated hereby, shall not affect or limit Borrower’s obligations under this Agreement or create any right, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect to the payment or performance of such obligations.

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, Administrative Agent Lender shall promptly issue a full satisfaction of terminate the lien of the Deed of Trust and UCC Financing Statements, all of the Loan Documents shall terminate and Borrower shall have no further obligations or liabilities thereunder, except any such obligations or liabilities which by their express terms survive repayment in full of the Loan and the termination of the Loan Documents. The Administrative Agent Lender shall, at Borrower’s expense, execute all instruments of termination, notices and other documents reasonably requested by Borrower to evidence the same and to put third parties on notice thereof. Any Collateral then held by Administrative Agent Lender shall promptly be delivered to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent Lender shall cooperate with Borrower to effect an assignment of the Notes and the Deed of Trust Note in connection with the repayment in full of the Loan (in lieu of satisfaction) in the following manner: (i) the Lenders Lender shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose if its Note shall have been lost, stolen, misplaced or destroyed) and the Deed of TrustPledge Agreement, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by Borrower; (ii) any such assignment shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders Lender incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents, items and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The assignment of the Notes Note and the Deed of Trust Pledge Agreement to the new lender shall be accomplished by an escrow closing conducted through an escrow agent satisfactory to Administrative Agent Lender (it being understood that a nationally recognized title company is satisfactory to the Administrative AgentLender) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Administrative AgentLender. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agentnotice, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, be held in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Administrative Agent Lender shall have no liability to Borrower or any other Person for any Lender’s failure to deliver its Note (or lost Note affidavit), and the failure to deliver such Note or affidavit, or Assignment of the Note and Deed of Trust Pledge Agreement as contemplated hereby, shall not affect or limit Borrower’s obligations under this Agreement or create any right, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect to the payment or performance of such obligations.

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, and the full performance of all other obligations secured by the Security Instrument, Administrative Agent shall promptly issue a full satisfaction of reconvey, satisfy or release the Property and Improvements from the lien of the Deed Security Instrument and terminate any assignment of Trust leases and rents or UCC-financing statements related to the Collateral; provided, however, that all of the Loan Documents following conditions shall terminate be satisfied at the time of, and Borrower with respect to, such reconveyance, satisfaction or release: (a) Administrative Agent shall have no further obligations received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance, satisfaction or liabilities thereunderrelease, except the payment of any such obligations or liabilities which by their express terms survive repayment in full of the Loan and the termination of all sums then due and payable under the Loan Documents. The Administrative Agent shall, at Borrower’s expenseand the full payment and performance of all other obligations secured by the Security Instrument, execute all instruments of terminationincluding, notices without limitation, those set forth in the Note and other documents reasonably requested by Borrower to evidence the same Security Instrument; and to put third parties on notice thereof. Any Collateral then held by (b) Administrative Agent shall promptly be delivered have received a written release satisfactory to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent shall cooperate with Borrower of any set aside letter, letter of credit or other form of undertaking which Administrative Agent has issued to effect an assignment of the Notes and the Deed of Trust any surety, governmental agency or any other party in connection with the repayment in full Loan and/or the Property. Lenders obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan (in lieu undisbursed as of satisfaction) in the following manner: (i) date of issuance of such reconveyance, satisfaction or release, and any commitment of Lenders to lend any undisbursed portion of the Lenders shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose Note shall have been lost, stolen, misplaced or destroyed) and the Deed of Trust, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by Borrower; (ii) any such assignment Loan shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower shall provide such other opinions, documents, items and information which a prudent lender would require to effectuate such assignment; and (iii) Borrower cancelled. Any repayment shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The assignment of the Notes and the Deed of Trust without prejudice to the new lender shall be accomplished by an escrow closing conducted through an escrow agent satisfactory to Administrative Agent (it being understood that a nationally recognized title company is satisfactory to the Administrative Agent) and pursuant to an escrow agreement in form and substance reasonably satisfactory to Administrative Agent. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agent, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. Administrative Agent shall have no liability to Borrower or any other Person for any Lender’s failure to deliver its Note (or lost Note affidavit), and the failure to deliver such Note or affidavit, or Assignment of the Note and Deed of Trust as contemplated hereby, shall not affect or limit Borrower’s obligations under this Agreement or create any rightSwap Agreement, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect which shall remain in full force and effect subject to the payment or performance terms of such obligationsSwap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such repayment, and may require Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

FULL REPAYMENT AND RECONVEYANCE. Upon receipt of all sums owing and outstanding under the Loan Documents, and the full performance of all other obligations secured by the Deed of Trust, Administrative Agent shall promptly issue a full satisfaction of reconvey, satisfy or release the Property and Improvements from the lien of the Deed of Trust and terminate any assignment of leases and rents or UCC-financing statements related to the Collateral; provided, however, that all of the Loan Documents following conditions shall terminate be satisfied at the time of, and Borrower with respect to, such reconveyance, satisfaction or release: (a) Administrative Agent shall have no further obligations received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance, satisfaction or liabilities thereunderrelease, except the payment of any such obligations or liabilities which by their express terms survive repayment in full of the Loan and the termination of all sums then due and payable under the Loan Documents. The Administrative Agent shall, at Borrower’s expense, execute and the full payment and performance of all instruments of termination, notices and other documents reasonably requested obligations secured by Borrower to evidence the same and to put third parties on notice thereof. Any Collateral then held by Administrative Agent shall promptly be delivered to the Borrower. Upon the written request and at the sole cost and expense of Borrower, the Administrative Agent shall cooperate with Borrower to effect an assignment of the Notes and the Deed of Trust in connection with the repayment in full of the Loan (in lieu of satisfaction) Trust, including, without limitation, those set forth in the following manner: (i) the Lenders shall assign the Note (or an affidavit of lost Note, with respect to any Lender whose Note shall have been lost, stolen, misplaced or destroyed) and the Deed of Trust, each without recourse, covenant or warranty of any nature, express or implied, to such new lender designated by Borrower; (ii) any such assignment shall be conditioned on the following: (a) payment by Borrower of the reasonable third-party costs and expenses of the Administrative Agent and the Lenders incurred in connection therewith (including attorneys’ fees and expenses for the preparation, delivery and performance of such an assignment); (b) such an assignment is not then prohibited by any federal, state or local law, rule, regulation or order or by any Governmental Authority; and (c) Borrower Administrative Agent shall provide such other opinions, documents, items and information which have received a prudent lender would require to effectuate such assignment; and (iii) Borrower shall be responsible for all mortgage recording Taxes, recording fees and other similar charges payable in connection with any such assignment. The assignment of the Notes and the Deed of Trust to the new lender shall be accomplished by an escrow closing conducted through an escrow agent written release satisfactory to Administrative Agent (it being understood that a nationally recognized title company is satisfactory to the Administrative Agent) and pursuant to an escrow agreement in of any set aside letter, letter of credit or other form and substance reasonably satisfactory to Administrative Agent. Provided each Lender shall have been provided reasonable advance prior notice from Administrative Agent, each Lender shall provide its respective Note (or a lost Note affidavit, as provided above) to Administrative Agent, in escrow and with appropriate endorsements, for the purpose of effectuating the foregoing assignment. undertaking which Administrative Agent shall have no liability has issued to Borrower any surety, governmental agency or any other Person for party in connection with the Loan and/or the Property. Administrative Agent’s obligation to make further disbursements under the Loan shall terminate as to any Lender’s failure to deliver its Note (portion of the Loan undisbursed as of the date of issuance of such reconveyance, satisfaction or lost Note affidavit)release, and the failure any Commitment of Administrative Agent to deliver such Note or affidavit, or Assignment lend any undisbursed portion of the Note and Deed of Trust as contemplated hereby, Loan shall not affect or limit be cancelled. Any repayment shall be without prejudice to Borrower’s obligations under this any Swap Agreement or create any rightbetween Borrower and Administrative Agent, offset, defense or counterclaim for the benefit of Borrower or any Guarantor with respect which shall remain in full force and effect subject to the payment or performance terms of such obligationsSwap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such repayment, and may require Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.