Common use of Partial Release Provisions Clause in Contracts

Partial Release Provisions. So long as no CMA Termination Event shall have occurred and no Event of Default shall have occurred and be continuing, NAI shall have the option from time to time prior to the Designated Sale Date to purchase or to designate a third party to purchase the Existing Buildings, Building 6, Building 7 or Building 8, together with a portion of the Land under and around the building purchased, as determined by BNPLC in its reasonable discretion (each such building and portion of the Land under and around it being hereinafter referred to, collectively, as a "RELEASE TARGET"), provided that NAI shall have satisfied the following terms and conditions: (1) Before exercising any such option, NAI must have obtained all requisite governmental approvals for (and recorded) a new plat or map of the Land, showing the Release Target to be purchased as a separate platted lot such that it can be sold under Applicable Laws separate and apart from the rest of the Land, all in a manner satisfactory to BNPLC. Also, NAI, BNPLC and any other parties with interests in the Property affected thereby must have agreed upon, entered into and recorded such reciprocal easements and restrictive covenants relating to any Release Target to be so sold and the remainder of the Property as BNPLC shall deem necessary or reasonably required to preserve the utility and value of the Property remaining after the conveyance. Such easements may include utility easements, drainage easements, access easements, parking easements, signage easements and lateral support easements. Such restrictive covenants may, among other things, prohibit residential uses and other uses of the Release Target that are reasonably objectionable to BNPLC, as the record owner of the fee interest in adjacent property, including any of the following uses:

Partial Release Provisions. So long as no CMA Termination Event shall have occurred and no Event of Default shall have occurred and be continuing, NAI shall have the option from time Lender agrees to time prior to the Designated Sale Date to purchase or to designate a third party to purchase the Existing Buildings, Building 6, Building 7 or Building 8, together provide Borrower with a portion partial releases of the Land under and around the building purchased, as determined by BNPLC in its reasonable discretion (each such building and portion liens of the Land under Deeds of Trust with respect to certain portions of the land and around it being hereinafter referred to, collectively, as a "RELEASE TARGET"timber encumbered thereby comprising certain portions of the Timberlands (the “Release Parcel”), provided that NAI shall have satisfied upon written request therefore, subject to the following terms and conditions: 4.8.1 No Release Parcel shall be released except in connection with an arms-length bona fide sale of such Release Parcel to a third party in the ordinary course of Borrower’s business in operating the Timberlands, as determined by Lender in its sole judgment. 4.8.2 No Default shall then exist (1including, without limitation, any non-compliance with the LTV as required under Section 5.4) Before exercising and the partial release shall not create a Default. 4.8.3 Lender will, in its sole and absolute discretion, calculate a reasonable payment (the “Release Price”) for such partial release and communicate same to Borrower. The Release Price shall be paid by Borrower to Lender for application to prepayment of principal of the Note. Any such prepayment shall be treated in the same manner as any other prepayment and shall be subject to prepayment premium in the same manner as any other prepayment. Notwithstanding the foregoing, so long as the partial release of the Release Parcel does not cause the LTV to exceed 40% (as determined pursuant to Section 5.4 below), and otherwise complies with all of the provisions of this Section 4.8, no Release Price shall be required, although Borrower shall be responsible for all costs and expenses incurred by Lender in reviewing and processing such partial release as set forth in Section 4.8.9. 4.8.4 Any request by Borrower shall be accompanied by an LTV calculation by Borrower in accordance with Section 5.4 on a pro forma basis as if the partial release requested had been granted, and any partial release shall be subject to verification by Lender of such pro forma LTV in accordance with Section 5.4 and shall be otherwise acceptable to Lender. No partial release will be permitted which may cause any non-compliance with Section 5.4 below as determined with respect to such pro forma LTV by Lender in the exercise of its sole judgment based upon the most recent appraisal or appraisal update approved by Lender, adjusted for any previous releases, removals, growth, any other matters since such date and the best information then available to Lender. However, any request for a partial release which meets all of the requirements in this Section except this Subsection 4.8.4 shall nevertheless be approved by Lender, provided that Borrower shall pay to Lender, on or before the delivery of any such optionpartial release, NAI must have obtained all requisite governmental approvals for (and recorded) a new plat or map application to prepayment of principal of the LandNote, showing an amount determined by Lender which shall, at the Release Target least, be sufficient to cause compliance with this Subsection. Any such prepayment shall be treated in accordance with the terms of this Agreement and the Note in the same manner as any other prepayment and shall be subject to prepayment premium, if any, as set forth in the Note. 4.8.5 No partial release will be provided which may have a negative effect on access to, value of, income producing ability or operations of, the remaining Collateral, as certified by Borrower and as determined by Lender in the exercise of its reasonable judgment. 4.8.6 At Lender’s request, Borrower shall cause the title insurance company which issued Lender’s Title Policy in connection with the Deeds of Trust to issue an endorsement to such Title Policy with respect to any partial release, which endorsement shall be in form and substance satisfactory to Lender and at Borrower’s expense. 4.8.7 Lender may require a timber cruise and appraisal to be purchased as made by Borrower under Section 4.5.7 above in the case of a separate platted lot request for a “Material Partial Release”, which shall mean: (a) any partial release request where the timber proposed to be released exceeds fifteen percent (15.00%) of either the total (i) value or (ii) volume of all merchantable Timber included in the Timberlands at such that it can time, or (b) any partial release request where the land proposed to be sold under Applicable Laws separate and apart from released exceeds fifteen percent (15.00%) of either the rest total (i) value or (ii) acreage of the Landland included in the Timberlands at such time. 4.8.8 Borrower shall furnish to Lender all necessary documentation and information to process said partial release request. 4.8.9 All reasonable third-party fees, costs and expenses incurred by Lender in connection with the consideration of any request for a partial release under this Section, and in connection with the execution and delivery of any such partial release, including without limitation, legal, appraisal and accounting fees and expenses, and all recording, title insurance premiums and title expenses, shall be borne solely by Borrower. Borrower agrees to pay all such fees, costs and expenses promptly upon presentation of an invoice therefor or upon demand by Lender. In addition, in connection with each request for a partial release under this Section, Lender shall be entitled to receive payment of a reasonable administration fee for each parcel released. To the extent possible, the forms of partial releases attached hereto as Exhibit B shall be utilized for all partial releases hereunder. All closing deliveries may be made by Lender under escrow conditions or otherwise in a manner satisfactory to BNPLCLender and its counsel. AlsoLender, NAIupon its request therefore, BNPLC and any other parties shall have received satisfactory evidence of Borrower’s compliance with interests the covenants contained in the Property affected thereby must have agreed upon, entered into and recorded such reciprocal easements and restrictive covenants relating Loan Agreement. 4.8.10 Timber volume attributable to any Release Target to released parcel will be so sold and removed from the remainder of the Property as BNPLC shall deem necessary or reasonably required to preserve the utility and value of the Property remaining after the conveyance. Such easements may include utility easements, drainage easements, access easements, parking easements, signage easements and lateral support easements. Such restrictive covenants may, among other things, prohibit residential uses and other uses of the Release Target that are reasonably objectionable to BNPLC, as the record owner of the fee interest in adjacent property, including any of the following uses:Timberlands’ inventory.

Partial Release Provisions. So long as no CMA Termination Event shall have occurred and no Event of Default shall have occurred and be continuing, NAI Tenant shall have the option from time to time prior to during the Designated Sale Date Term to purchase one or to designate a third party to purchase more undeveloped portions of the Existing BuildingsReal Property, Building 6, Building 7 consisting of one or Building 8, together with a portion more tracts or lots of the Land under and around the building purchased, as determined by BNPLC in its reasonable discretion (each such building and portion of the Land under and around it being hereinafter referred to, collectively, as a "RELEASE TARGET"), provided that NAI shall have satisfied the following terms and conditions: (1) Before exercising any such option, NAI must have obtained all requisite governmental approvals for (and recorded) a new plat or map of the Land, showing the Release Target to be purchased as a separate platted lot such that it which can be sold under Applicable Laws separate and apart from the rest of the LandLand (each, all in a manner satisfactory "Parcel"), for an amount equal to BNPLCthe Release Price (as defined below) with respect thereto. AlsoTenant may exercise such option by delivering to Landlord not less than ninety (90) days prior written notice, NAIwhich written notice shall describe the Parcel or Parcels to be purchased, BNPLC the date such Parcels are to be conveyed by Landlord and any other parties with interests in an estimate by Tenant of the Property affected thereby must Release Price to be paid by Tenant. In each case Landlord's obligation to convey such Parcels to Tenant shall be subject to Tenant's satisfaction of each of the following conditions: a) Landlord and Tenant shall have agreed upon, entered into and recorded such reciprocal easements and restrictive covenants relating to any Release Target the Land and the Parcel to be so sold and the remainder of the Property as BNPLC they shall deem necessary or reasonably required to preserve the utility and value usefulness of the Property Parcels and the remaining Land after the conveyance; b) Tenant shall have paid to Landlord the Release Price for such Parcels; and c) Tenant shall have reimbursed Landlord for, and Landlord shall have received, any new appraisal that Landlord believes it should obtain in connection with the sale to satisfy regulatory requirements applicable to Landlord, Landlord's Parent or other Participants. d) In addition to the Release Price, Tenant shall have paid all costs and expenses necessary to consummate the sale, including all legal fees of Landlord. Such easements may include utility easements, drainage easements, access easements, parking easements, signage easements and lateral support easements. Such restrictive covenants may, among other things, prohibit residential uses and other uses Upon Tenant's satisfaction of each of the Release Target that are reasonably objectionable foregoing conditions, Landlord shall convey such Parcel or Parcels to BNPLCTenant pursuant to a quitclaim transfer of all of Landlord's right, title and interest therein on as the record owner "as is, where is, with all faults" basis free and clear of the fee interest in adjacent propertyProhibited Encumbrances, including but otherwise without recourse, representation or warranty of any of the following uses:kind.