Common use of FULL REPAYMENT AND RECONVEYANCE Clause in Contracts

FULL REPAYMENT AND RECONVEYANCE. (a) Upon receipt of all sums owing and outstanding under the Loan Documents, Lender shall issue a full reconveyance of the Property and Improvements from the lien of the Deed of Trust; provided, however, that all of the following conditions shall be satisfied at the time of, and with respect to, such reconveyance: (i) Lender shall have received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance and any sums then due and payable under the Loan Documents; and (ii) Lender shall have received a written release satisfactory to Lender of any set aside letter, letter of credit or other form of undertaking which Lender has issued to any surety, governmental agency or any other party in connection with the Loan and/or the Property and Improvements. Lender’s obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan undisbursed as of the date of issuance of such full release or reconveyance, and any commitment of Lender to lend any undisbursed portion of the Loan shall be cancelled. (b) Notwithstanding anything to the contrary, Borrower may not prepay the Loan, in whole or in part, prior to the second anniversary of the Effective Date, except in connection with (i) an arms’ length sale of all of the Property and Improvements to a bona-fide third party purchaser or (ii) an arms’ length sale of the B-1 Building to a bona-fide third party purchaser, as contemplated by Section 2.8 below.