Common use of Satisfaction and Cancelation Clause in Contracts

Satisfaction and Cancelation. (a)The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall be null and void when all the Secured Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to make Loans under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. Upon a sale or financing by Mortgagor of all or any portion of the Mortgaged Property that is permitted by the Credit Agreement, the lien of this Mortgage shall be automatically released from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financing. In connection with any termination or release pursuant to paragraph (a), the Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall execute any documents reasonably requested by Mortgagor to accomplish the foregoing or to accomplish any release contemplated by this Section 3.04 and Mortgagor will pay all reasonable costs and expenses, including reasonable attorneys’ fees, disbursements and other charges, incurred by Mortgagee in connection with the preparation and execution of such documents.

Satisfaction and Cancelation. (a)The i)The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall be null and void when all the Secured Loan Document Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to make Loans lend under the Credit Agreement, the aggregate L/C Obligations have Exposure has been reduced to zero and the L/C Issuers Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. Mortgagor shall automatically be released from its obligations hereunder and the Liens and security interests created hereunder in the Mortgaged Property shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which Mortgagor ceases to be a Subsidiary.(5) Upon a any sale or financing other transfer by Mortgagor of all or any portion of the Mortgaged Property that is permitted by under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Lien and security interest granted hereby in any portion of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the lien of this Mortgage shall be automatically released from the applicable Lien and security interest in such portion of the Mortgaged Property. Mortgagor Property shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financingbe automatically released. In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgage Mortgagee shall promptly execute and deliver to Mortgagor, subject to reimbursement by Mortgagor as set forth below, a release of mortgage and any similar documents that Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be marked “satisfied” without recourse to or representation or warranty by the Mortgagee, and this Mortgage shall be canceled Mortgagee or any Secured Party. Without limiting the provisions of record at the request and at the expense Section 7.06 of the Mortgagor. Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee shall execute upon demand for all reasonable costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any documents reasonably requested by Mortgagor to accomplish the foregoing or to accomplish any release action contemplated by this Section 3.04 and Mortgagor will pay all reasonable costs and expenses, including reasonable attorneys’ fees, disbursements and other charges, incurred by Mortgagee in connection with the preparation and execution of such documents3.04.

Satisfaction and Cancelation. (a)The i)The conveyance to Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall be null and void when all the Secured Loan Document Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further commitment to make Loans lend under the Credit Agreement, the aggregate L/C Obligations have Exposure has been reduced to zero and the L/C Issuers Issuing Banks have no further obligations to issue Letters of Credit under the Credit Agreement. Mortgagor shall automatically be released from its obligations hereunder and the Liens and security interests created hereunder in the Mortgaged Property shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which Mortgagor ceases to be a Subsidiary.(9) Upon a any sale or financing other transfer by Mortgagor of all or any portion of the Mortgaged Property that is permitted by under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Lien and security interest granted hereby in any portion of the Mortgaged Property pursuant to Section 9.08 of the Credit Agreement, the lien of this Mortgage shall be automatically released from the applicable Lien and security interest in such portion of the Mortgaged Property. Mortgagor Property shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such sale or financingbe automatically released. In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgage Mortgagee shall promptly execute and deliver to Mortgagor, subject to reimbursement by Mortgagor as set forth below, a release of mortgage and any similar documents that Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be marked “satisfied” without recourse to or representation or warranty by the Mortgagee, and this Mortgage shall be canceled Mortgagee or any Secured Party. Without limiting the provisions of record at the request and at the expense Section 7.06 of the Mortgagor. Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee shall execute upon demand for all reasonable costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any documents reasonably requested by Mortgagor to accomplish the foregoing or to accomplish any release action contemplated by this Section 3.04 and Mortgagor will pay all reasonable costs and expenses, including reasonable attorneys’ fees, disbursements and other charges, incurred by Mortgagee in connection with the preparation and execution of such documents3.04.