Common use of Release on Payment in Full Clause in Contracts

Release on Payment in Full. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien of the Mortgage and cause the trustee under the Mortgage to reconvey the Property to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

Release on Payment in Full. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien Liens of the Mortgage Mortgages and cause the trustee under the Mortgage Mortgages to reconvey the Property Properties to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the LienMortgages, Borrower shall submit to Lender, not less than thirty (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the each Individual Property is located and contain standard provisions protecting the rights of the releasing lendersatisfactory to a prudent lender acting reasonably. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all reasonable, actual, out of pocket costs, taxes and expenses associated with the release of the Lien Liens of the MortgageMortgages, including Lender’s reasonable attorneys’ fees. In lieu of applying monies as a full repayment of the Debt, and in lieu of releasing the Lien of the Mortgages and the other Loan Documents, Lender agrees that it shall, in consideration of an amount equal to that necessary for a full repayment of the Debt, together with all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, endorse the Note (or split the Note and assign one or more of the resulting notes, if applicable), and assign the Mortgages (or specified mortgages) and the other Loan Documents (if the same is so requested), without representation or warranty by or recourse to Lender (other than representations relating to due execution and authority), to a lender designated by Borrower, and Lender shall execute and deliver to Borrower or such lender such instruments and other documents as shall be reasonably necessary or appropriate, in compliance with all applicable laws, to evidence any such assignment of the Mortgages and the Loan, and Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs, including, but not limited to, reasonable, actual, out of pocket legal costs and expenses incurred in connection therewith.

Release on Payment in Full. If Borrower shall pay or cause to be paid, the principal of and interest on the Note in full at maturity or as permitted in accordance with the terms thereof and all other Indebtedness payable to Lender shallhereunder by Borrower or secured by the Security Instrument or by the other Loan Documents and all of the payment Obligations shall have been performed, then the Security Instrument and all the other Loan Documents shall be discharged and satisfied or assigned (to Borrower or to any other Person at Borrower's direction and without representation or warranty by, or recourse to, Lender), at Borrower's option, without warranty (except that Lender shall be deemed to have represented that such release and termination or reassignment has been duly authorized and that it has not assigned or encumbered the Security Instrument or the other Loan Documents), at the expense of Borrower upon its written request. Concurrently with such release and satisfaction or assignment of any Security Instrument and all the other Loan Documents, Lender will return to Borrower (or in the case of an assignment, the assignee) the Note and all insurance policies relating to the Premises which may be held by Lender, any amounts held in escrow pursuant to the Security Instrument or the Cash Management Agreement, if applicable, or otherwise, and any part of the Premises or other Collateral that may be in its possession and, on the written request and at the expense of Borrower, upon payment will execute and deliver such instruments of conveyance, assignment and release (including appropriate UCC-3 termination statements) prepared by Borrower and as may reasonably be requested by Borrower to evidence and to assure the effectiveness of such release and satisfaction, or assignment, and any such instrument, when duly executed by Lender and, if appropriate, duly recorded by Borrower in full the places where the Security Instrument and each other Loan Document is recorded, shall conclusively evidence the release and satisfaction or assignment of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien of the Mortgage and cause the trustee under the Mortgage to reconvey the Property to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement Security Instrument and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

Release on Payment in Full. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien Liens of the Mortgage Mortgages and cause the trustee under the Mortgage Mortgages to reconvey the Property Properties to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the LienMortgages, Borrower shall submit to Lender, not less than thirty (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for each Individual Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the each Individual Property is located and contain standard provisions protecting the rights of the releasing lendersatisfactory to a prudent lender acting reasonably. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien Liens of the MortgageMortgages, including Lender’s reasonable attorneys’ fees. In lieu of applying monies as a full repayment of the Debt, and in lieu of releasing the Lien of the Mortgages and the other Loan Documents, Lender agrees that it shall, in consideration of an amount equal to that necessary for a full repayment of the Debt, together with all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, endorse the Note, and assign the Mortgages and the other Loan Documents (if the same is so requested), without representation or warranty by or recourse to Lender (other than representations relating to due execution and authority), to a lender designated by Borrower, and Lender shall execute and deliver to Borrower or such lender such instruments and other documents as shall be reasonably necessary or appropriate, in compliance with all applicable laws, to evidence any such assignment of the Mortgages and the Loan, and Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs, including, but not limited to, legal costs and expenses incurred in connection therewith.

Release on Payment in Full. If Borrower shall pay or cause to be paid, the principal of and interest on the Note in full at maturity or as permitted in accordance with the terms thereof and all other Indebtedness payable to Lender shallhereunder by Borrower or secured by the Security Instruments or by the other Loan Documents and all of the payment Obligations shall have been performed, then the Security Instruments and all the other Loan Documents shall be discharged and satisfied or assigned (to Borrower or to any other Person at Borrower's direction and without representation or warranty by, or recourse to, Lender), at Borrower's option, without warranty (except that Lender shall be deemed to have represented that such release and termination or reassignment has been duly authorized and that it has not assigned or encumbered the Security Instruments or the other Loan Documents), at the expense of Borrower upon its written request. Concurrently with such release and satisfaction or assignment of any Security Instruments and all the other Loan Documents, Lender will return to Borrower (or in the case of an assignment, the assignee) the Note and all insurance policies relating to the Premises which may be held by Lender, any amounts held in escrow pursuant to the Security Instruments or the Cash Management Agreement, if applicable, or otherwise, and any part of the Premises or other Collateral that may be in its possession and, on the written request and at the expense of Borrower, upon payment will promptly execute and deliver such instruments of conveyance, assignment and release (including appropriate UCC-3 termination statements) prepared by Borrower and as may reasonably be requested by Borrower to evidence such release and satisfaction, or assignment, and any such instrument, when duly executed by Lender and, if appropriate, duly recorded by Borrower in full the places where the Security Instruments and each other Loan Document is recorded, shall conclusively evidence the release and satisfaction or assignment of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien of the Mortgage and cause the trustee under the Mortgage to reconvey the Property to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement Security Instruments and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

Release on Payment in Full. Lender shallExcept as set forth in Sections 2.4.4, 2.5 and this Section 2.6, no repayment, prepayment or defeasance of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien on the Collateral. (a) If Borrower has elected to defease the entire Loan and the requirements of Section 2.5 and this Section 2.6 have been fully satisfied, upon the written request and at the sole cost and expense of Borrower, upon Lender shall release the Lien on the Collateral, and the Defeasance Collateral Account and the Defeasance Collateral, pledged pursuant to the Defeasance Security Agreement, shall be the sole source of collateral securing the Note. (b) Upon payment in full of all principal and interest due on the Debt Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents, upon the written request and at the sole cost and expense of Borrower, Lender shall release the Lien of on the Mortgage and cause the trustee under the Mortgage to reconvey the Property to Borrower; provided, that, in no event shall such Lien Collateral. (or any other security for the Loanc) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in full. In connection with the release of the LienLien on the Collateral, Borrower shall submit to Lender, not less than thirty concurrently with the request under Section 2.6.1(a) or (30) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretionb), a release of Lien of the Pledge Agreement (and the related Loan Documents) on the Collateral for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property Collateral is located and contain that would be satisfactory to a prudent lender and contains standard provisions provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation certificates, documents and instruments Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s 's Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees.

Release on Payment in Full. (a) Lender shall, upon the written request and at the expense of Borrowerrequest, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, release the Lien of the Mortgage and cause the trustee under the Mortgage to reconvey the Property to Borrower; provided, that, in no event shall such Lien (or any other security for the Loan) be released, if, at the time of such purported repayment in full of the Debt, there exists any known matter (including, without limitation, any pending Lien or litigation) that is (or would be, absent such purported release or termination) reasonably likely to result in a claim by Lender (as such term is used in Section 4.30 hereof) for reimbursement and/or indemnification pursuant to the provisions of this Agreement and the other Loan Documents, until Lender has determined such reimbursement or indemnification obligation have been satisfied in fullMortgage. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty ten (3010) days prior to the Repayment Date (or such shorter time as is acceptable to Lender in its sole discretion)Date, a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and contain standard provisions protecting the rights of the releasing lenderlocated. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all out-of-pocket costs, taxes and expenses associated with the release of the Lien of the Mortgage, including the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with same. (b) Notwithstanding the foregoing, if Borrower advises Lender that it desires to effectuate the consequences to Lender of a repayment or prepayment in a manner which will permit the assignment of the Note and the Mortgage to a new lender providing the repayment or prepayment funds, then Lender shall (i) assign the Mortgage and all of the other Loan Documents to any Person designated by Borrower, which assignment documents shall be in recordable form (but without representation or warranty by, or recourse to, Lender, except representations that Lender owns the Note and Mortgage free of any liens and encumbrances and has the authority to effect the assignment), (ii) deliver to or as directed by Borrower the originally executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgage, as assigned, in form sufficient to permit such title insurance company to insure the lien of the Mortgage as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note, (iii) execute and deliver an allonge with respect to the Note and any other note(s) as described in the preceding clause (ii) above without recourse, covenant or warranty of any nature, express or implied (except as to the outstanding principal balance of the Loan and that Lender owns the Note and Security Instrument free of any liens and encumbrances and has the authority to execute and deliver the allonge), (iv) deliver the original executed Mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment. All reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with the foregoing shall be paid by Borrower, provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith.