Partial Release Sample Clauses
A Partial Release clause allows for the release of certain obligations, rights, or claims under a contract while leaving the remaining terms in effect. In practice, this means that one party may be discharged from specific duties or liabilities, such as releasing a portion of collateral in a loan agreement or settling part of a dispute, without terminating the entire contract. The core function of this clause is to provide flexibility, enabling parties to address and resolve discrete issues or obligations as they arise without affecting the overall contractual relationship.
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Partial Release. After the First Open Defeasance Date and prior to the First Open Payment Date, and provided no Event of Default exists, Borrower may from time to time obtain a partial release (a “Partial Release”) from the lien of the Mortgage and the Loan Documents of up to two of the individual Mortgaged Properties listed on Schedule 2.17 hereto (each such individual Mortgaged Property to be released, a “Partial Release Property”), provided that all of the following conditions precedent have been satisfied with respect to any such Partial Release of any such Partial Release Property:
(a) No Partial Release of a Partial Release Property will be permitted until after the First Open Defeasance Date or if any Event of Default has occurred and is continuing. No Partial Release of the Partial Release Property will be permitted on or after the First Open Payment Date. No more than two Partial Release Properties may be released during the term of the Loan.
(b) No Partial Release of the Partial Release Parcel will be permitted unless Borrower establishes to Lender’s satisfaction that the Debt Service Coverage Ratio for the remainder of the Mortgaged Property (i.e., exclusive of any income from the Partial Release Property) is and shall continue to be equal to or greater than the greater of (i) the Debt Service Coverage Ratio for the Mortgaged Property calculated immediately prior to the Partial Release (i.e., inclusive of the income from the Partial Release Property), and (ii) 1.30:1.00. If the foregoing condition would not be satisfied by defeasance of the Partial Defeasance Amount indicated in subparagraph (e) below, Borrower may by written notice to Lender given not less than ten (10) days prior to the Partial Defeasance increase the Partial Defeasance Amount to an amount which would result in the foregoing condition being satisfied upon completion of the Partial Defeasance of such larger Partial Defeasance Amount. No Partial Defeasance, nor any increase in any Partial Defeasance Amount under this paragraph (b) or paragraphs (c) below, shall affect the allocated loan amounts for the remaining Mortgaged Property as set forth on Schedule 2.17.
(c) No Partial Release of the Partial Release Parcel will be permitted unless Borrower establishes to Lender’s satisfaction that the value of the remainder of the Mortgaged Property (as determined by then-current Appraisals prepared by Appraisers approved by Lender, the fees and expenses of which shall be paid by Borrower) is sufficient t...
Partial Release. Provided the Prepayment Lockout Period has expired for the Loan selected by the Company for prepayment, Company shall have the right, exercisable from time to time, to release all (but not less than all) of a Project from the lien of the Mortgage encumbering such Project (such Project is a “Release Property”) upon the following terms and conditions:
(i) Company shall pay (1) one hundred ten percent (110%) (which percentage shall be adjusted, up or down, in the event that there are at least three (3) Project Loans entered into pursuant to this Agreement, such that the amount required to be prepaid will be the amount necessary to cause the Projects remaining after release of the Release Property to satisfy the Loan to Value Ratio set forth in clause (iv) below) of the Allocated Loan Amount for the Release Property, (2) the required Prepayment Fee and (3) a processing fee equal to $10,000;
(ii) no Event of Default shall have occurred and be continuing;
(iii) giving effect to the potential release, the Debt Service Coverage Ratio for the immediately succeeding twelve (12) month period of the balance of the Project remaining after the release of the Release Property (the “Remaining Property”) shall be no less than 1.60 to 1;
(iv) giving effect to the potential release, the Loan to Value Ratio of the Remaining Property shall not be greater than fifty-five percent (55%) as determined by Lender in its reasonable discretion;
(v) for the Remaining Property, the rent rolls, tenants, and terms of the leases must be satisfactory to Lender in its sole discretion;
(vi) simultaneous with the release of the Release Property, Company shall transfer and assign 100% of the Company’s interests in the entity that owns the Release Property to an entity that is not a Subsidiary of Company; and
(vii) Company or the Project Borrower shall pay all costs and expenses incurred by Lender in connection with any release permitted by this Section 3.4, including title insurance premiums, documentation costs and reasonable attorneys’ fees. To satisfy the requirements of Sections 3.3 and 3.4, Company may, or may cause the applicable Project Borrower(s) to, make a partial prepayment of one or more of the Loans, as so elected by Company and so long as any such Loan is not then subject to a Prepayment Lockout Period, together with the applicable portion of the Prepayment Fee then due and payable, in an amount not in excess of the amount required to satisfy the requirements set forth in Section ...
Partial Release. No partial release or reconveyance from the liens and security interests created by this Instrument of any part of the Collateral by Trustee or Secured Party shall in any way alter, vary or diminish the force or effect of this Instrument or impair, release or subordinate the liens and security interests created by this Instrument on the remainder of the Collateral. Except as specifically provided in any such partial release or reconveyance (i) this Instrument and liens and security interests created hereby shall remain in full force and effect, (ii) such partial release or reconveyance will not modify or affect the terms, conditions or provisions of this Instrument, and (iii) nothing contained in any such partial release or reconveyance shall be deemed to be, or construed as, a waiver of any such terms, conditions or provisions or as a waiver of any other term, condition or provision.
Partial Release. The Lender may at all times release any part or parts of the Lands or any other security or any surety for payment of all or any part of the monies secured by this Mortgage or may release the Borrower or the Covenantor or any other person from any covenant or other liability to pay the said monies or any part thereof, either with or without any consideration therefor, and without being accountable for the value thereof or for any monies except those actually received by the Lender, and without thereby releasing any other part of the Lands, or any other security or covenants in this Mortgage or elsewhere contained. Notwithstanding any such release the Lands, security and covenants remaining unreleased shall remain a charge for all the monies secured by this Mortgage.
Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying ...
Partial Release. Notwithstanding the foregoing, Borrower shall have the right to have the Individual Property known as Las Colinas Village (the “Released Parcel”), released from the Security Instrument (a “Partial Release”), subject to the following conditions:
(a) Borrower shall pay down the Loan by an amount equal to the greater of (i) 115% of that portion of the then outstanding Loan balance attributable to the Released Parcel (such Loan allocations, as of the Closing Date, are noted on Schedule I); or (ii) an amount necessary to meet the loan-to-value and debt service coverage conditions for the unreleased portion of the Property as described in item (e) below (“Partial Release Amount”). Borrower acknowledges that the amount that is 115% of the allocated Loan value paid pursuant to subsection (i) above and the Partial Release Amount paid pursuant to subsection (ii) above shall be subject to the applicable Prepayment Premium.
(b) At least thirty (30) days prior to the date of such Partial Release, Borrower shall deliver to Lender at Borrower’s expense (i) a request for the Partial Release; (ii) a copy of a current survey(s) showing the Released Parcel as a separately identifiable legal parcel (including separate legal descriptions for each parcel); (iii) a certified current rent roll for the Property; and (iv) such further information and documentation as Lender may reasonably request.
(c) In Lender’s reasonable judgment, upon the completion of the Partial Release, the unreleased portion of the Property (the “Remaining Property”) (i) shall comply with all applicable zoning requirements, subdivision ordinances, and plat acts; (ii) shall be a legally subdivided lot/tax parcel(s); (iii) shall continue to have direct access to public roads; and (iv) shall not be materially adversely affected by such Partial Release.
(d) At the time of the request for Partial Release and continuing through the completion of the Partial Release, no default shall then exist under the Loan Documents and no event of which Borrower has written notice shall have occurred that with the passage of time would constitute such a default.
(e) At the time of such Partial Release, (i) the loan-to-value ratio of the Remaining Property shall not exceed fifty-five percent (55%), and (ii) the Remaining Property shall maintain a debt service coverage ratio of at least 1.60x based upon a 30-year amortization schedule (any Leases with tenants not in occupancy or more than thirty (30) days delinquent or less than...
Partial Release. Borrower may obtain, for no consideration or payment of any kind to Lender, other than reimbursement of Lender’s actual out-of-pocket costs and expenses, including, without limitation, reasonable third-party attorney’s fees and legal expenses, incurred by Lender in connection with the Partial Release, a release of a portion of the Land from the Deed of Trust (the “Partial Release”), consisting of approximately 4.322 acres on which the wastewater treatment facilities have been constructed, which parcel of land is generally depicted and more particularly described in Exhibit F attached hereto, the legal description of which shall be acceptable to Lender and verified by a proposed replat of the Land (the “Plat”) reasonably acceptable to Lender (the “Release Parcel”), upon satisfaction of the following conditions:
(a) Lender’s receipt of a copy of a recorded Plat filed of record in the Real Property Records of ▇▇▇▇▇▇ County, Texas.
(b) At least ten (10) days prior to the date of such Partial Release, Borrower shall deliver to Lender at Borrower’s expense the form of the Partial Release to be executed by Lender (which form of Partial Release must be reasonably satisfactory to Lender in form and substance); and prior to or contemporaneously with the execution and delivery of the Partial Release, Borrower shall, at its sole cost and expense, obtain and deliver to Lender a T-38 endorsement to the Title Insurance, reasonably acceptable to Lender.
(c) With respect to any portion of the Land not released (the “Unreleased Land”), the Partial Release shall not result in leaving any of the Unreleased Land without access to utilities or access to any public roads or right-of-way, and Lender shall be reasonably satisfied that there is adequate ingress, egress and utility service to and from the Unreleased Land and dedicated public roads or rights-of-way, and adequate detention facilities (if required by any Governmental Authority) on the Unreleased Land (or perpetual, non-terminable and insurable rights of ingress, egress, utility service and detention facilities, if required by any Governmental Authority for the benefit of the Unreleased Land), such that the remaining Unreleased Land is a separate, economically viable project and otherwise complies (and will comply after the Partial Release) with all Governmental Requirements.
(d) Contemporaneously with the Partial Release, the Release Parcel shall be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4...
Partial Release. If any of the Mortgaged Property shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request and sole expense of the Mortgagor, shall promptly execute and deliver to the Mortgagor all releases, re-conveyances or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on the Mortgaged Property and in such form as required for recordation or filing in all jurisdictions in which this Mortgage has been recorded or filed.
Partial Release. Lender shall consent to causing a release from the lien of the applicable Mortgage any applicable Property, such Property to be released, the “Released Property”, but only upon the satisfaction of all of the following conditions:
a. Lender shall have received from Borrower at least thirty (30) days' prior written notice of the date proposed for such release (the “Release Date”) and the identification of the Released Property;
b. No Event of Default in either of the Mortgages shall have occurred and be continuing as of the date of such notice and the Release Date and no event or condition shall exist that, with the passage of time or giving of notice, would constitute an Event of Default in the Mortgages;
c. The release shall occur contemporaneously with the sale of the Released Property pursuant to an arm's-length, bona fide contract to a person who is not an affiliate of Borrower or any person or entity with any interest in Borrower, whether direct or indirect;
d. Borrower shall pay to Lender on the Release Date an amount equal to the “Release Price” amount as indicated for such Released Property on Exhibit “A” attached to this Note (such greater amount, the “Release Price”). The Release Price shall be applied to the Loan in such order as determined by Lender, including the applicable prepayment premium;
e. Borrower shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property has been formally designated as a distinct tax lot separate from the remaining Properties;
f. Borrower shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property and the remaining portion of the Properties shall be legal lots or parcels in material compliance with the all Florida subdivision acts and local ordinances thereunder and that the remaining portion of the Property has adequate ingress and egress;
g. If requested by Lender, Borrower, at its sole cost and expense, shall have delivered to Lender a title endorsement to the mortgagee policy of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving effect to such release, such title policy coverage has not been terminated or reduced by such releases; and
h. Borrower shall have paid all of Lender's reasonable out-of-pocket costs and expenses actually incurred by Lender, including, without limitation, attorneys' fees and expenses, in connection with the release of the Released Property. Upon p...
Partial Release. Grantor shall not be entitled to the partial release of any of the above described property unless a specific provision providing therefor is included in the Deed of Trust. In the event a partial release provision is included in this Deed of Trust, Grantor must strictly comply with the terms thereof. Notwithstanding anything herein contained. Grantor shall not be entitled to any release of property unless Grantor is not in default and is in full compliance with all of the terms and provisions of the Note, this Deed of Trust, and any other instrument that may be securing said Note.