Partial Releases Clause Samples
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Partial Releases. The Borrower may obtain the release of any Mortgaged Property (the “Release Tract”) from the liens and security interests of the Loan Documents if it satisfies the following terms and conditions:
(a) No Event of Default is in existence, and the release of the Release Tract will not cause there to be a Default (including under Sections 2.01 or 5.12 hereof). Lead Borrower will deliver to the Administrative Agent a Borrowing Base Certificate with pro forma information without the Release Tract.
(b) The release will be for the complete Mortgaged Property, and not for just a portion thereof.
(c) No less than fifteen (15) days prior to the date of the requested release (“Partial Release Date”), the Borrower shall deliver to the Administrative Agent a written request for such partial release (the “Release Request”).
(d) The Borrower shall provide the Administrative Agent with an endorsement to the Title Insurance Policy, if required with respect to interrelated Title Insurance Policies, and such other documents as may be reasonably required by the Administrative Agent, to confirm that the liens and security interests of the Loan Documents remain valid and prior liens against the Mortgaged Properties (the “Remaining Projects”).
(e) The Borrower shall pay all costs and expenses incurred by the Administrative Agent in connection with such Partial Release, including, without limitation, reasonable attorneys’ fees, recording fees and any title policy endorsement fees.
(f) The Administrative Agent shall have received satisfactory evidence that each of the Remaining Projects which is adjoining or which shares access or easements with the Release Tract, if any, has adequate access and joint use easements, that there are no encroachments from or on to the Release Tract, and that there is no inability to use required facilities or amenities, which evidence may be provided by a Current Survey of the affected Remaining Projects. Subject to the satisfaction of the provisions of this Section, any Borrower other than the Borrower owning the Release Tract which has no other ownership interest in any of the Remaining Projects, will be released from further payment and performance of the Loans on the Partial Release Date, other than obligations under the Environmental Indemnity.
Partial Releases. Lessee shall have the right at any time during this Lease to release from the lands covered hereby any lands subject to this Lease and thereby may be relieved of all obligations hereafter accruing as to the acreage so released, provided that (a) Lessee may not release any portion of this Lease included in a pooled unit so long as operations are being conducted on such unit, and (b) any such partial release must release all depths in and under the lands so released.
Partial Releases. Borrower shall have the right to obtain partial releases of the Property subject to the following terms and conditions:
(a) There shall not be a Default or Event of Default hereunder or under any other of the Loan Instruments;
(b) Borrower shall submit to Lender a request for partial release of a Property (the “Partial Release”) in form and substance satisfactory to Lender together with a lot and block description of the Residence to be released. In addition, the Partial Release should be accompanied with information necessary for Lender to process the Partial Release, including the name and address of the title insurance company, if any, to whose attention the Partial Release should be directed, numbers that reference the Partial Release (i.e., order numbers, release numbers, assessor’s parcel numbers, etc.) and the date when the Partial Release is to become effective;
(c) If required by Lender, all accrued and unpaid interest on the principal amount of the Loan being prepaid shall be paid at the time such Partial Release is requested; provided that any payment in immediately available funds, received by Lender after one-thirty o’clock, p.m. (1:30 p.m.), Dallas, Texas time, will be deemed to have been made on the next following business day;
(d) Payment to Lender of an amount in cash equal to the Release Price as provided, and as such term is defined in Paragraph 18 of the Specific Loan Terms attached hereto; and
(e) Payment to Lender of all reasonable costs and expenses arising in connection with any Partial Release. Notwithstanding any provision herein to the contrary, at such time as Lender provides to the title company (which is closing the sale of a Property) a “payoff” quote for a Property being released from a Mortgage, in accordance with this Paragraph 20, Borrower shall not be entitled to any further Disbursements under the Loan with respect to such Property. Notwithstanding any provision herein to the contrary, Lots Being Actively Developed cannot be released from a particular Subdivision until all work is completed to finish the Lot.
Partial Releases. If Borrower has elected to prepay the Loan in part and the requirements of Section 2.4 and this Section 2.5.3, as applicable, have been satisfied Lender agrees to release from the Lien of the Mortgage and the other Loan Documents certain parcels of real property which do not materially and adversely affect the ongoing operations of the remaining property other than the lost income associated with the parcel being released (each a “Release Parcel” and, collectively, the “Release Parcels”) (but excluding the Retail Component or any portion thereof, which shall be governed by the provisions of Section 2.5.4 below) upon satisfaction of the following conditions by Borrower:
(a) Not more than ninety (90) calendar days and not less than thirty (30) calendar days prior to the date of the release, Borrower delivers a notice (which Borrower shall have the right to revoke, modify or extend from time to time) to Lender setting forth (i) the date of the proposed release, (ii) a survey of the Release Parcel in scope and substance that would be satisfactory to a prudent lender acting reasonably, and (iii) an appraisal indicating the value of the Property (both inclusive and exclusive of the Release Parcel) that (A) is executed and delivered to Lender by a qualified MAI appraiser having no direct or indirect interest in such Release Parcel or any loan secured in whole or in part thereby and whose compensation is not affected by the approval or disapproval of such appraisal by Lender, (B) is addressed to Lender and its successors and assigns; and (C) satisfies the requirements of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date of such calculation, with respect to such appraisal and the appraiser making such appraisal;
(b) Intentionally omitted;
(c) As of the date of the release, no Event of Default is continuing;
(d) Borrower delivers to Lender (i) evidence which would be satisfactory to a prudent lender acting reasonably that (A) the Release Parcel has been or concurrently with the release will be legally subdivided from the remainder of the Property (or an application therefor shall have been filed and Borrower and transferee have entered into a property tax allocation agreement with the same economic effect of a tax lot subdivision), and (B) the Release Parcel (together with...
Partial Releases. The Lender agrees, provided always that no Default ---------------- shall have occurred and be continuing, as promptly as is practicable after December 31 in each year (the period commencing the date hereof and ending December 31 and each subsequent 12-month period ending on December 31 being hereinafter referred to as a "Plan Year"), to release that number of Pledged Shares then being held to secure the Loan which is equal to the number of such Pledged Shares held as of the last day of the Plan Year multiplied by a fraction, the numerator of which is the aggregate amount of all principal and interest payments made on the Note during the Plan Year and the denominator of which is the sum of the numerator plus the unpaid principal and interest of the Note as of the last day of such Plan Year.
Partial Releases. No release from the Lien of this Deed of Trust of any part of the Trust Property by the Beneficiary shall in any way alter, vary or diminish the force or effect of this Deed of Trust on the balance of the Trust Property or the priority of the Lien of this Deed of Trust on the balance of the Trust Property.
Partial Releases. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Pledgor, shall promptly execute and deliver to such Pledgor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral and the Equity Interests of the Issuer thereof. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of the Borrower for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.
Partial Releases. The Lender shall, provided always that no Default ---------------- shall have occurred and be continuing, as promptly as is practicable after __________ in each year (the period commencing on the date hereof and ending _________________ in each subsequent 12-month period ending on ______________ being hereinafter referred to as a "Plan Year"), to release that number of Pledged Shares then being held to secure the Loan which is equal to the number of such Pledged Shares held as of the last day of the Plan Year multiplied by a fraction, the numerator of which is the aggregate amount of all principal and interest payments made on the Note during the Plan Year and the denominator of which is the sum of the numerator plus the unpaid principal and interest of the Note as of the last day of such Plan Year.
Partial Releases. Upon the full performance, payment and satisfaction of the Guaranteed Obligations undertaken with respect to a particular Borrower, and provided that (a) (i) the relevant Project is no longer subject to a Loan held or insured by HUD and (ii) no Event of Default exists; or (b) HUD has authorized a transfer or assumption of the Loan to an independent third party entity, the Lender shall release the security interest on the Secured Collateral related to such Borrower granted hereunder, which release shall be granted upon the Lender receiving the written consent of HUD for such release (subject to satisfaction of all conditions imposed by HUD) (a “Partial Release”), and, subject to any conditions imposed by HUD, the Lender shall execute and deliver to Guarantor documentation acknowledging such release, and shall duly assign and deliver to Guarantor such of the Secured Collateral as has been released and is in the possession of the Lender, pursuant to one or more instruments of re-conveyance prepared by the Lender, and shall deliver UCC termination statements with respect to its liens on the Secured Collateral related to such Borrower that is to be so released. Guarantor, with the consent of the Lender, shall promptly amend Exhibit A, Exhibit B and/or Exhibit C to this Guaranty to reflect the corresponding changes thereto, as provided in Section 7.3 of this Guaranty.
Partial Releases. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then immediately upon the occurrence of any such disposition, all Liens and other rights with respect thereto, shall automatically terminate and be null and void, and the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents deemed reasonably necessary or desirable by the Borrower to evidence the release of the Liens created hereby on such Collateral. If all the Equity Interests of a Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then immediately upon the occurrence of such disposition, such Guarantor automatically shall be released from its obligations hereunder, and the Liens and other rights created hereunder in all property of such Guarantor shall automatically terminate and be null and void; and at the request and sole expense of the Borrower, the Administrative Agent shall promptly execute and deliver to or at the request of the Borrower all releases and other documents reasonable necessary or desirable to release such obligations, Liens and other rights; provided that the Borrower shall have delivered to the Administrative Agent, at least fifteen Business Days prior to the date of the requested releases and documents, a written request of a Responsible Officer for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.