Common use of Release of Mortgage Clause in Contracts

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty (60) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Agent agrees to deliver such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty (30) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments.

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender the Mortgagee is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty twenty (6020) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Agent Mortgagee agrees to deliver such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty twenty (3020) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent Mortgagee in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, or Agent, Mortgagee is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, Mortgagee is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of any such payment or payments.

Release of Mortgage. If all of the indebtedness secured indebtedness be ------------------- hereby is indefeasibly paid in full in cash (other than (A) contingent indemnification obligations and any other contingent obligations under the Loan Documents that expressly survive the termination of the Loan Documents and (B) obligations and liabilities under Specified Cash Management Agreements and Specified Swap Agreements either (x) as to which arrangements satisfactory to the same becomes applicable Secured Party shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Secured Party that such amounts are then due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), all other requirements of and if the Commitments under the Credit Agreement are satisfied and all of the covenantshave been terminated, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty (60) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that this Mortgage be terminatedterminated and the Administrative Agent shall promptly terminate this Mortgage. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage or other applicable instrument be provided in accordance with any applicable Requirement of Law (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Administrative Agent agrees to deliver to Mortgagor, or such person or entity designated by Mortgagor, such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty ten (3010) business days (or such lesser number of days as may be mandated by any applicable lawRequirement of Law or permitted by the Administrative Agent) of receiving such request unless Administrative Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, any Secured Party or Administrative Agent, is held to constitute a preference or a voidable transfer under any applicable state or federal laws Requirement of Law or if for any other reason Lender, any Secured Party or Administrative Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments. If any Property or Collateral is Disposed of as part of or in connection with any Disposition permitted under the Credit Agreement, the Administrative Agent shall execute and deliver to the Mortgagor, at Mortgagor’s sole cost and expense, such partial releases of this Mortgage with respect to such Property or Collateral as reasonably requested by the Mortgagor. Except as may be required by any applicable Requirement of Law, Administrative Agent shall have full power and authority to execute, acknowledge and deliver any release or reconveyance of this Mortgage without the joinder therein or execution thereof by Trustee or any other Secured Parties, and any such release of reconveyance shall be binding upon Administrative Agent, Trustee, and the other Secured Parties. All releases and reconveyances executed in connection with this Mortgage shall be without warranty of any kind, express, implied or statutory. Mortgagor shall pay all reasonable legal fees and other fees, costs and expenses incurred by Administrative Agent and Trustee for preparing and reviewing instruments of termination and release or reconveyance and the execution and delivery thereof and Mortgagor may require payment of the same prior to delivery of such instruments. The release and reconveyance of this Mortgage and the termination of the liens and security interests created by this Mortgage, in whole or in part, shall not terminate or otherwise affect Administrative Agent’s right or ability to exercise any right, power or remedy relating to any claim for breach of warranty or representation, for failure to perform any covenant or other agreement, under any indemnity or for fraud, deceit or other misrepresentation or omission occurring prior to the Release Date.

Release of Mortgage. If all At such time at which each of the secured indebtedness be ------------------- paid as following events shall have occurred on or prior to such time: (i) the same becomes Indebtedness (other than (i) indemnity obligations not yet due and payablepayable of which the Borrower has not received a notice of potential claim), (ii) any Obligations not then due and payable under any Cash Management Agreement with a Lender, an Agent, an Arranger or an Affiliate of any of the foregoing, and (iii) Obligations arising under any Secured Hedging Agreement (as defined in the Guarantee and Collateral Agreement) with any Secured Hedge Provider (as defined in the Guarantee and Collateral Agreement) to which other arrangements satisfactory to the applicable Loan Party and the applicable Secured Hedge Provider have been made) are paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all other requirements of Loans outstanding under the Credit Agreement are satisfied and all (ii) the Credit Agreement is terminated (“Security Termination”), Mortgagee shall forthwith cause satisfaction and discharge of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then entered upon the record at the expense of Mortgagor and shall execute and deliver or thereafter, then, upon sixty (60) days prior written notice (or cause to be executed and delivered such lesser number instruments of days satisfaction and reassignment as may be mandated by applicable law)appropriate. Otherwise, the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except this Mortgage shall remain and continue in full force and effect. If any of the Collateral or Mortgaged Property shall be reinstated to sold, transferred or otherwise disposed of by the extent Mortgagor in a transaction expressly provided hereinpermitted by the Credit Agreement, and will continue with respect to indemnification and other rights which are to continue following then the release hereof). Agent agrees to deliver such an act of release (subject to the foregoing limitation)Mortgagee, all at the request and sole cost and expense of the Mortgagor, within thirty (30) days (shall execute and deliver to the Mortgagor all releases or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following documents necessary or reasonably desirable for the release hereof, shall continue in effect notwithstanding of the liens and security interest created hereby on such release; and provided that if any payment Collateral or Mortgaged Property permitted to Lender, be so sold or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or paymentsdisposed.

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Revolving Commitments under the Credit Agreement are satisfied shall have been terminated and the Revolving Loans thereunder (with accrued interest thereon) and all other amounts owing thereunder and the other Loan Documents (as defined in the Credit Agreement) (including all amounts of L/C Obligations (as defined in the Credit Agreement), whether or not the beneficiaries of the then outstanding Letters of Credit (as defined in the Credit Agreement) shall have presented the documents required thereunder) shall have been paid in full and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor Borrower nor any Lender is bound to the other or required to refund such payment to the payor thereof to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty (60) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor Borrower may request that this Mortgage be terminated. Upon such termination the Mortgagor Borrower may further request that a written act of release of this Mortgage be provided (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Agent agrees to deliver such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty sixty (3060) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such releaserelease of such payment or payments; and provided that if any payment to Lender, Agent, Syndication Agent or AgentLead Arranger, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, Syndication Agent or Lead Arranger is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments."

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty (60) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Agent agrees to deliver such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty (30) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments.

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied payable and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender is not bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty two (602) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that the Lender to terminate this Mortgage be terminatedMortgage. Upon such termination the Mortgagor may further request that the Lender to provide a written act of release of this Mortgage be provided in recordable form (except this Mortgage shall be reinstated to the extent expressly provided herein, and will continue herein with respect to indemnification and other rights which are to continue following the release hereof). Agent Lender agrees to deliver such an act of release (subject to the foregoing limitation), 77 all at the cost and expense of the Mortgagor, within thirty (30) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent Lender in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments.

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied payable and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and all obligations, if neither the Mortgagor nor any Lender is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafterany, of Holder for further advances have been terminated, then, upon sixty (60) days prior written notice (or such lesser number of days as may be mandated by applicable law)and in that event only, the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except all rights under this Mortgage shall be reinstated terminate (except to the extent expressly provided herein, and will continue herein with respect to indemnification indemnifications, representations and warranties and other rights which are to continue following the release hereof)) and the Mortgaged Property shall become wholly clear of the liens, security interests, conveyances and assignments evidenced hereby, and such liens and security interests shall be released by Xxxxxx in due form at Grantor's cost. Agent agrees to deliver such an act of release (subject to the foregoing Without limitation), all at the cost and expense provisions herein for indemnity of Holder or Trustee shall survive discharge of the Mortgagorsecured indebtedness and any foreclosure, within thirty (30) days (release or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding Grantor acknowledges that this Mortgage and the foregoingLoan Documents are cross-defaulted with the Affiliate Loans. Grantor and Holder agree that notwithstanding a default under an Affiliate Loan Document, Holder will permit Grantor, so long as (x) it is understood otherwise satisfies all terms and agreed that certain indemnificationsconditions of the Note and this Mortgage, and (y) that no default otherwise exists under the Security Agreement, the Guaranty, or any other rightsdocument evidencing or securing the Note, which that Grantor will be entitled to secure a release of this Mortgage so long as any applicable requirements of the Security Agreement are provided herein met with respect to continue following payment of the proceeds of any sale or refinancing. Provided further however, in no event shall Holder be obligated to provide its consent to any proposed release hereof, shall continue in effect notwithstanding such release; and provided that of this Mortgage if any payment to Lender, one or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if more of the following events exist at the time of the request for any other reason Lender, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments.proposed Release:

Release of Mortgage. If all of the secured indebtedness be ------------------- paid as the same becomes due and payable, all other requirements of the Credit Agreement are satisfied and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and if neither the Mortgagor nor any Lender Mortgagee is bound to the other or to any third person to permit any obligation or secured indebtedness to be incurred then or thereafter, then, upon sixty thirty (6030) days prior written notice (or such lesser number of days as may be mandated by applicable law), the Mortgagor may request that this Mortgage be terminated. Upon such termination the Mortgagor may further request that a written act of release of this Mortgage be provided (except this Mortgage mortgage shall be reinstated to the extent expressly provided herein, and will continue with respect to indemnification and other rights which are to continue following the release hereof). Agent Mortgagee agrees to deliver such an act of release (subject to the foregoing limitation), all at the cost and expense of the Mortgagor, within thirty (30) days (or such lesser number of days as may be mandated by applicable law) of receiving such request unless Agent Mortgagee in good faith, has cause to believe that Mortgagor is not entitled to a termination of this Mortgage. Notwithstanding the foregoing, it is understood and agreed that certain indemnifications, and other rights, which are provided herein to continue following the release hereof, shall continue in effect notwithstanding such release; and provided that if any payment to Lender, or AgentMortgagee, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason Lender, or AgentMortgagee, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments.