Common use of Release of Borrower Clause in Contracts

Release of Borrower. Upon (i) the release of the Security Instrument encumbering the last Release Property owned or leased by a Borrower as provided above in this Section 6.13, and the payment to Administrative Agent in full of the amount, if any, required pursuant to Sections 6.13(v) and 6.13(a)(x) above with respect to the release of such Release Property, so long as no Default or Event of Default shall have occurred and be continuing (unless such Default or Event of Default relates solely to the applicable Borrower and the effectuation of the release of such Borrower pursuant to this Section 6.13(b) will cure such Default or Event of Default), or (ii) the occurrence of any transaction permitted by Section 6.22(f) below following which the Borrower is not the continuing or surviving Person, such Borrower shall be deemed to no longer be a Borrower under the Loan Documents and, upon such Borrower’s request, Borrower, each other Borrower and Guarantor, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall each execute and deliver a reciprocal release agreement in form and substance reasonably satisfactory to Administrative Agent, the applicable Borrower, each other Borrower and Guarantor, pursuant to which Borrower, each other Borrower and Guarantor shall release Administrative Agent and the Lenders from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents through the date of such release agreement, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall release the applicable Borrower from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents other than liabilities and obligations which, by the express terms of the Loan Documents, survive the termination of the Commitments and the repayment of all Obligations. Each of the Lenders irrevocably authorizes Administrative Agent to execute and deliver each such reciprocal release agreement in accordance with the foregoing terms and conditions.

Release of Borrower. Upon (i) the release of the Security Instrument encumbering the last Release Property owned or leased by a Borrower as provided above in this Section 6.13, and the payment to Administrative Agent in full of the amount, if any, required pursuant to Sections 6.13(v6.13(a)(v) and 6.13(a)(x6.13(a)(vii) above with respect to the release of such Release Property, so long as no Default or Event of Default shall have occurred and be continuing (unless such Default or Event of Default relates solely to the applicable Borrower and the effectuation of the release of such Borrower pursuant to this Section 6.13(b) will cure such Default or Event of Default), or (ii) the occurrence of any transaction permitted by Section 6.22(f6.21(f) below following which the Borrower is not the continuing or surviving Person, such Borrower shall be deemed to no longer be a Borrower under the Loan Documents and, upon such Borrower’s request, Borrower, each other Borrower and Guarantor, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall each execute and deliver a reciprocal release agreement in form and substance reasonably satisfactory to Administrative Agent, the applicable Borrower, each other Borrower and Guarantor, pursuant to which Borrower, each other Borrower and Guarantor shall release Administrative Agent and the Lenders from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents through the date of such release agreement, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall release the applicable Borrower from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents other than liabilities and obligations which, by the express terms of the Loan Documents, survive the termination of the Commitments and the repayment of all Obligations. Each of the Lenders irrevocably authorizes Administrative Agent to execute and deliver each such reciprocal release agreement in accordance with the foregoing terms and conditions. In the event that a Borrower released pursuant to this Section is then the Administrative Borrower, the remaining Borrowers shall designate a new Administrative Borrower in accordance with Section 10.25 below.

Release of Borrower. Upon Subject to the terms of this Assumption Agreement and as set forth below, Noteholder hereby releases Borrower from further liability under the Tulare Note and the other Tulare Loan Documents for any acts or events occurring or obligations arising after the Closing Date which are not caused by, or do not arise out of, any acts or events occurring or obligations arising prior to or simultaneously with the Closing Date; provided, however, the provisions of this paragraph shall not (i) constitute a waiver, release or impairment of any obligation under the release Tulare Note or the Tulare Loan Documents of Borrower for any acts or events occurring, or obligations arising, prior to or simultaneously with, the Security Instrument encumbering Closing Date; (ii) impair the last Release right of Noteholder to name Borrower, for purposes of extinguishing Borrower’s interest in the Tulare Property owned (which term shall have the same definition herein as assigned to such term in the Tulare Deed of Trust) as a party defendant in any action or leased by suit for judicial foreclosure and sale under the Tulare Deed of Trust; (iii) impair the right of Noteholder to obtain the appointment of a Borrower as provided above in this Section 6.13, and the payment to Administrative Agent in full of the amount, if any, required pursuant to Sections 6.13(v) and 6.13(a)(x) above receiver with respect to the release of such Release Tulare Property, so long as no Default or Event of Default shall have occurred and be continuing ; (unless such Default or Event of Default relates solely to iv) impair the applicable Borrower and the effectuation enforcement of the release Assignment of such Borrower pursuant to this Section 6.13(b) will cure such Default or Event of Default), or (ii) the occurrence of any transaction permitted by Section 6.22(f) below following which the Borrower is not the continuing or surviving Person, such Borrower shall be deemed to no longer be a Borrower under the Loan Documents and, upon such Borrower’s request, Borrower, each other Borrower and Guarantor, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall each execute and deliver a reciprocal release agreement in form and substance reasonably satisfactory to Administrative Agent, the applicable Borrower, each other Borrower and Guarantor, pursuant to which Borrower, each other Borrower and Guarantor shall release Administrative Agent and the Lenders from any and all liability and obligations arising under or Leases executed in connection with the Loans Tulare Deed of Trust; and (v) impair the right of Noteholder to bring suit against Borrower for any acts or events occurring, or obligations arising, prior to or simultaneously with the Closing Date. Nothing contained in this section shall (1) be deemed to be a release or impairment of the indebtedness evidenced by the Tulare Note or the lien of the Tulare Loan Documents upon the Tulare Property, or (2) preclude Noteholder from foreclosing the Tulare Loan Documents in case of any default, not cured within any applicable notice and/or cure period, or from enforcing any of the other rights of Noteholder except as stated in this paragraph. Upon transfer of the Daleville Loan Documents and the Sommerset Loan Documents through from Noteholder to a designee of Borrower, Noteholder shall have no further claims against Borrower with respect to the date of such release agreementSommerset Loan, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall release the applicable Borrower from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents other than liabilities and obligations which, by the express terms of the Sommerset Loan Documents, survive the termination of the Commitments Daleville Loan and the repayment of all Obligations. Each of the Lenders irrevocably authorizes Administrative Agent to execute and deliver each such reciprocal release agreement in accordance Daleville Loan Documents, with the foregoing terms effect that any claims under the Sommerset Loan, the Sommerset Loan Documents, the Daleville Loan and conditionsthe Daleville Loan Documents shall only be exercised by the assignee of such Sommerset Loan, the Sommerset Loan Documents, the Daleville Loan and the Daleville Loan Documents (which assignee shall be a designee of Borrower).

Release of Borrower. Upon (a) In reliance upon the representations and warranties of Borrower set forth in the Defeasance Documents, Lender (1) shall promptly release and discharge the Mortgaged Property (and other interests subject to the lien of the Mortgage Loan Documents) from the liens and security interest of the Security Instrument and the other Mortgage Loan Documents, (2) authorizes Borrower to terminate any UCC financing statements filed in connection with the Mortgage Loan naming Borrower as debtor, and listing all or any portion of the Mortgaged Property as collateral therein, and (3) hereby releases and discharges Borrower and Guarantor from all claims, liabilities and obligations under the Mortgage Loan Documents and the Defeasance Documents related to events first occurring or arising after the transfer of the Pledged Collateral to Successor Borrower (including, without limitation, a release and discharge of all obligations under Section 24 of the Pledge Agreement, without regard for the date such obligations may have first occurred or arose); provided, however, the Borrower and Guarantor shall not be released from liability for any loss or damages suffered, or expenses incurred, by Lender, Successor Borrower, or Intermediary as a result of or established pursuant to a claim, liability or obligation: (i) arising from Borrower's obligations under Sections 4 or 5 of the Pledge Agreement that have not been expressly assumed by Successor Borrower under this Agreement; (ii) with respect to any representation, warranty or certification of Borrower or Guarantor under this Agreement, the Pledge Agreement, the Account Agreement, Waiver and Consent and the Defeasance Certificate or in any certificate, report, financial statement or other item delivered by or on behalf of Borrower in connection therewith (other than any certification set forth in the Accountant's Report delivered by or on behalf of Borrower) that was false or misleading in any material respect when made or delivered; (iii) arising as a result of the transfer of, or the creation and perfection of the first priority lien on the Pledged Collateral being deemed void or voidable for any reason whatsoever, or arising as a result of any other payment made by Borrower or Guarantor in respect of amounts due under the Mortgage Loan Documents on or prior to the date hereof being recovered from the Lender by Borrower, its creditors, or any other Person for any reason whatsoever claiming by or through Borrower; (iv) for any other failure by Borrower to pledge the Pledged Collateral to Lender or take or authorize any action necessary to effect the first priority perfection of Lender's lien and security interest therein on or before the date hereof or to effectively transfer the Pledged Collateral to Successor Borrower in accordance with the Defeasance Documents; (v) arising under any environmental or hazardous materials indemnity agreement or any other indemnity obligation or other obligation set forth in the Mortgage Loan Documents that, by their terms, survive the release of the Security Instrument encumbering the last Release Property owned or leased by a Borrower as provided above in this Section 6.13, and the payment to Administrative Agent in full lien of the amount, if any, required pursuant to Sections 6.13(vSecurity Instrument; or (vi) and 6.13(a)(x) above with respect to the release arising as a result of such Release Property, so long as no Default or an Event of Default shall have occurred and be continuing under the Pledge Agreement that results from circumstances relating to Borrower, or actions of Borrower, included in subsections (unless such Default iii) through (viii), (xi) or Event (xii) of Default relates solely to the applicable Borrower and the effectuation Section 9(a) of the release of such Borrower pursuant to this Section 6.13(bPledge Agreement. (b) will cure such Default or Event of Default)Without limiting any other remedies Lender may have, or (ii) upon the occurrence of any transaction permitted by Section 6.22(f) below following which Event of Default arising under the Mortgage Loan Documents or the Defeasance Documents from any breach, act or omission of Borrower is not or Guarantor prior to the continuing or surviving Persondate hereof, such Borrower Lender shall be deemed entitled to no longer be a Borrower under enforce all of its remedies set forth in the Mortgage Loan Documents and, upon such Borrower’s request, Borrower, each other Borrower and Guarantor, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall each execute and deliver a reciprocal release agreement in form and substance reasonably satisfactory to Administrative Agent, the applicable Borrower, each other Borrower and Guarantor, pursuant to which Borrower, each other Defeasance Documents against Borrower and Guarantor shall release Administrative Agent (but not against the Mortgaged Property), but only to the extent of any actual losses or damages incurred by Lender. Except as expressly set forth in this Section 5, Lender hereby releases Borrower and Guarantor from their respective obligations under the Mortgage Loan Documents and the Lenders from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents through the date of such release agreement, and Administrative Agent (on behalf of Administrative Agent and each of the Lenders) shall release the applicable Borrower from any and all liability and obligations arising under or in connection with the Loans and the Loan Documents other than liabilities and obligations which, by the express terms of the Loan Defeasance Documents, survive the termination of the Commitments and the repayment of all Obligations. Each of the Lenders irrevocably authorizes Administrative Agent to execute and deliver each such reciprocal release agreement in accordance with the foregoing terms and conditions.