Release of Original Borrower. Effective as of the recordation of this Agreement, Original Borrower is released by Lender and HUD from its obligations as set forth in the Loan Documents arising after the date of hereof, except for recourse obligations for which it expressly has personal liability under the Note and other Loan Documents (“Recourse Obligations”), if any, to the extent such Recourse Obligations arise out of acts or events occurring or obligations arising prior to or on the date hereof. Nothing in this Agreement shall waive, compromise, impair or prejudice any right that the Lender or the Secretary might have to seek judicial, administrative or other recourse for any breach of the Loan Documents that may have occurred or accrued prior to or may occur subsequent to the date of this Agreement.
Release of Original Borrower. Effective as of the Effective Date, Lender hereby fully releases, acquits, and forever discharges Original Borrower and each and every partner of Original Borrower (other than the Interim Guarantor and Original Guarantor) and each and every partner or member of any such partner of Original Borrower (other than the Interim Guarantor and Original Guarantor) (collectively, the “Original Borrower Parties”) from any and all actions and causes of action, claims and demands, suits, damages, costs, attorneys’ fees, expenses, debts, dues, accounts, bonds, covenants, contracts and agreements, in law or in equity, whether the same are known or unknown, accrued or unaccrued, presently existing or hereafter arising, which Lender, or anyone claiming by, through or under Lender, in any way might have or could claim against Original Borrower Parties on account of, or arising out of or in connection with the Loan or the Loan Documents.
Release of Original Borrower. Effective upon the execution and delivery of the Assumption Documents by all parties thereto, Original Borrower shall be released from liability under the Loan Documents to which it is a party as to acts, events or omissions occurring, or obligations arising, after the date of this Agreement; provided, however, such release shall not apply to any acts, events or omissions of Original Borrower which occurred prior to the date of this Agreement, whether or not the effects of or damages from such acts, events or omissions are apparent or ascertainable as of the date of this Agreement.
Release of Original Borrower. (a) Subject to satisfaction or written waiver of all conditions to the Defeasance set forth in the Mortgage Loan Documents, Lender (a) shall promptly release and discharge the Mortgaged Property from the lien of the Security Instrument and the other Mortgage Loan Documents, (b) authorizes Original Borrower to terminate any UCC financing and/or fixture filing statements filed in connection with the Mortgage Loan naming Original Borrower as debtor, and listing all or any portion of the Mortgaged Property as collateral therein, and (c) hereby releases and discharges Original Borrower from all claims, liabilities and obligations under the Mortgage Loan Documents, the Note, and the other Defeasance Documents related to events first occurring or arising after the transfer of the Pledged Collateral to Successor Borrower; provided, however, Original Borrower shall not be released from liability for any loss or damages suffered, or expenses incurred, by Lender, Intermediary or Successor Borrower as a result of or established pursuant to a claim, liability or obligation:
(i) arising from Original Borrower’s obligations under Sections 4, 5, 6 or 22 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 Original Borrower under the Defeasance Documents or the Mortgage Loan Documents or in any certificate, report, financial statement or other item delivered by Original Borrower in connection therewith that proves to have been false or misleading in any material respect when made or delivered;
(iii) arising as a result of the transfer of, or creation and perfection of the first priority lien on the Pledged Collateral being deemed void or voidable for any reason whatsoever, or any other payment made by Original Borrower in respect of amounts due under the Mortgage Loan Documents on or prior to the date hereof being recovered from the Lender by Original Borrower, its creditors, or any other person for any reason whatsoever claiming by or through Original Borrower;
(iv) for any other failure by Original Borrower to pledge the Pledged Collateral to Lender or take or authorize any action necessary to effect the first priority perfection of Lender’s 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 ha...
Release of Original Borrower. In reliance on the Original Borrower’s and the Assumptor’s acknowledgments, representations and warranties in this Agreement and in consideration for releases contained in Paragraph 12 of this Agreement, Noteholder releases the Original Borrower from its obligations under the Loan Documents, provided that the Original Borrower is not released from any liability pursuant to this Agreement, the provisions of the Hazardous Materials Indemnity from Original Borrower for the Lender’s benefit, or Article 4 of the Loan Agreement, for any liability that relates to the period prior to the date hereof regardless of when any environmental hazard or other condition giving rise to any such liability thereunder is discovered. If any material element of the representations and warranties contained herein as the same relate to the Original Borrower is false as of the date of this Agreement or in the event the Original Borrower takes or causes any other party hereto (other than Noteholder) to take any actions which are in contradiction with the provisions of Paragraph 12 of this Agreement, then the release set forth in this Paragraph 7 shall be deemed canceled effective as of the date of this Agreement and the Original Borrower shall remain obligated under the Loan Documents as though there had been no such release. In the event this release is deemed to be ineffective, then the release of Lender by Original Borrower pursuant to paragraph 12 shall likewise be ineffective.
Release of Original Borrower. Lender hereby agrees that Original Borrower shall have no obligation or liability under the Loan Documents from and after the Effective Date, provided that such release (a) shall not cover any such obligation or liability accruing under the Original Loan Documents up to and including the Effective Date or any of Original Borrower’s obligations contained in this Agreement and (b) shall not be deemed to release the Seavest Longview Borrower from any obligations or liabilities with respect to the Longview Project. Notwithstanding anything to the contrary contained in the Original Loan Documents or this Agreement, if Agent, Lender, and Substitute Borrower elect to extend the Maturity Date of the Loan beyond December 28, 2011, from and after December 28, 2011, Original Borrower shall have no liability for loss suffered by Lender on account of Lender’s failure to receive full payment of principal and interest due under the Note, even if such loss is alleged to have resulted from Original Borrower’s failure to perform its obligations under the Original Loan Documents prior to the Effective Date.
Release of Original Borrower. Effective upon the recordation of this Agreement, Original Borrower shall be released from: (i) all liability and obligation for repayment of the Loan; and (ii) all other liabilities and obligations under the Note and all Loan Documents as to acts, events or omissions occurring or obligations arising after the Effective Date; provided, however, such release shall not apply to any acts, events or omissions of Original Borrower which occurred prior to the Effective Date, whether or not the effects of or damages from such acts, events or omissions are apparent or ascertainable as of the Effective Date.
Release of Original Borrower. The Lender hereby releases and discharges the Original Borrower from any further liability and obligations under the Mortgage, the Loan Agreement or any of Loan Documents accruing from and after the Effective Time, preserving, however, in full force and effect, the lien of the Mortgage on the Mortgaged Property and any and all claims, causes of action or liabilities which may have arisen or accrued on or prior to the Effective Time and remain unsatisfied.
Release of Original Borrower. By its execution hereof, Lender hereby releases Original Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Acquisition Date, including the obligation to pay the indebtedness due under the Note, with the exception of any liability of Original Borrower based upon (a) any material misrepresentation of Original Borrower in this Agreement or any other document executed in connection herewith and/or (b) its obligations under Sections 4.21 and 5.8 of the Loan Agreement (“Environmental Indemnity Obligations”) that are caused by Original Borrower or any of its agents or result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of Environmental Laws (as defined in the Loan Agreement) prior to the Acquisition Date. Original Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Loan Agreement) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party.
Release of Original Borrower. 1Original Borrower. In reliance on the release of the Released Lender Parties in Section 12.1 below, Original Borrower's representations and warranties in Section 13 below and the covenants, representations and warranties of New Borrower in this Agreement (including New Borrower's representations and warranties in Section 15 below), effective upon the Effective Date, Lender releases Original Borrower from Original Borrower's obligations under the Original Loan Documents first arising from and after the Effective Date. If any material element of the representations and warranties made by Original Borrower contained herein is false as of the Effective Date, then the release set forth in this Section 10.1 will be canceled as of the Effective Date and Original Borrower will remain obligated under the Original Loan Documents, jointly and severally with New Borrower, as though there has been no such release. This Agreement shall in no way affect, impair or diminish the priority or validity of the liens or covenants of title evidenced by the Note or any of the other Loan Documents, nor, except as expressly set forth herein, release or discharge the liability of any person who may now be or after the Effective Date, become liable, primarily or secondarily, under the Note or any of the other Loan Documents.
