PARTIAL RELEASE OF PROPERTY. After the Effective Date, Borrower shall have the right to obtain from Lender a release of each individual Asset (the "Released Property") from the lien of the Security Instrument securing Borrower’s obligations under the Loan Documents in connection with the sale of any of the same to a third party that is not an Affiliate of Borrower, any Asset Guarantor or any Guarantor with the Borrower in an arms‑length transaction, all upon satisfaction in full of each and all of the following conditions precedent:
(a) Borrower shall deliver to Lender a written request (each, a “Release Notice”) for such partial release not later than thirty (30) days prior to the day on which Borrower desires such partial release to become effective (which notice may be revoked by Borrower at any time prior to Lender’s recordation of such partial release);
(b) [Intentionally Omitted];
(c) No Default or Event of Default shall have occurred and be continuing either as of the date on which Borrower shall request such partial release and/or as of the effective date of such partial release;
(d) Lender shall have been paid, in immediately available funds, all escrow, closing and recording costs; the costs of preparing and delivering such partial release and any other related documents, including without limitation reasonable attorneys’ fees; the out-of-pocket costs incurred by Lender in verifying that all conditions precedent to the release of the applicable parcels have been satisfied; the cost of any title insurance endorsements required by Lender and a reconveyance fee equal to Five Hundred Dollars ($500.00);
(e) Except as set forth in Section 2.4(b), the greater of (x) 40% of the Net Sale Proceeds and (y) the applicable minimum release prices set forth in Exhibit D attached hereto (the “Release Prices”) for the Released Property shall have been paid to Lender as a partial repayment of the Loan.
(f) Borrower, at its sole cost and expense, shall have delivered to Lender one or more endorsements to the Title Policy insuring that, after giving effect to such release, (x) the lien created hereby and insured under such title policy is a first priority lien on the remaining Properties subject only to original permitted exceptions applicable to the remaining Properties, and (y) the Title Policy is in full force and effect and unaffected by such release;
(g) [Intentionally Omitted]; and
(h) The Assets maintain (on a portfolio basis both before the release of the Released Property and after giv...
PARTIAL RELEASE OF PROPERTY. At any time prior to the Maturity Date of the Loan, Administrative Agent shall, at Borrower's request, issue partial releases from the Mortgage of one or more portions of the Property described below (each, a "Release Parcel"); provided, however, that prior to or simultaneously with each such partial release all of the following conditions shall be satisfied:
(a) No Default shall exist under the Loan Documents, or would exist with notice or passage of time, or both;
(b) Administrative Agent shall have received any and all sums then due and owing under the Loan Documents together with all escrow, closing and recording costs, the costs of preparing and delivering such partial release and the cost of any title insurance endorsements required by Administrative Agent, including, without limitation, a CLTA 116.3 and 111 endorsement;
(c) Administrative Agent shall have received evidence satisfactory to Administrative Agent that: (i) the portion of the Property to be released and the portion of the Property which shall remain encumbered by the Mortgage are all separate legal parcels lawfully created in compliance with all subdivision laws and ordinances and, at Borrower's sole cost, Administrative Agent shall have received any title insurance endorsements to that effect requested by Administrative Agent; and (ii) that the portion of the Property which shall remain encumbered by the Mortgage have the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be necessary, in Administrative Agent's sole opinion, for the anticipated development and improvement thereof;
(d) For each Release Parcel to be reconveyed, Administrative Agent for the pro rata benefit of Lenders shall have received a release price for each Release Parcel equal to the minimum release price set forth below for such Release Parcel. The minimum release price for each Release Parcel shall be: Merriman's [(2) 4-2-6-11 & (2) 4-2-4-25] $ 2,280,000.00 Central Resort [(2) 4-2-4-49] $ 8,865,000.00 Kapalua Mauka [(2) 4-2-1-42, (2) 4-3-1-6 & (2) 4-3-1-8] $ 24,500,000.00 Village Center/Golf Academy [(2) 4-2-4-36] $ 2,695,000.00 Honolua Village [(2) 4-2-4-35] $ 2,900,000.00 Honolua Store [(2) 4-2-4-54] $ 1,900,000.00 The release price shall be applied to reduce the outstanding principal balance of the Loan and shall permanently reduce the Revolving Commitments on a pro rata basis by a like amount.
(e) Administrative Agent shall have received a written r...
PARTIAL RELEASE OF PROPERTY. Mortgagee may release from the lien of this Mortgage portions of the Property without affecting the lien of this Mortgage on the remaining Property.
