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, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilities. (e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.
Appears in 2 contracts
Sources: Construction Loan Agreement, Construction Loan Agreement (Stratus Properties Inc)
Partial Release. Notwithstanding the foregoing, Borrower may obtainshall have the right to have the Individual Property known as Las Colinas Village (the “Released Parcel”), 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 released from the Deed of Trust Security Instrument (the a “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 subject 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 Borrower shall pay down the Loan by an amount equal to the greater of a copy (i) 115% of a recorded Plat filed that portion of record 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 Real Property Records amount that is 115% of ▇▇▇▇▇▇ County, Texasthe 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 ten thirty (1030) days prior to the date of such Partial Release, Borrower shall deliver to Lender at Borrower’s expense (i) a request for the form 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 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 executed materially adversely affected by Lender such Partial Release.
(which form d) At the time of the request for Partial Release must 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 twelve (12) months of term left shall not be reasonably satisfactory included in these calculations), in each case as determined by Lender, based upon ▇▇▇▇▇▇’s then current underwriting methodology for similar properties, including, but not limited to Lender both historical operating reviews and performance and forward-looking proforma underwriting, property condition, operating history, current occupancy, net operating income, debt service coverage, tenant exposures and financial conditions, tenant lease terms and lease rollover, market rents, any anticipated change in form real estate taxes and/or assessments due with respect to the property sale/transfer, property location, Borrower financial condition and substance); creditworthiness, Borrower operating and prior management experience, and then current market conditions.
(f) Concurrent with the Partial Release, the Released Parcel shall be sold to an individual unrelated to, or to a business entity that is not legally or beneficially owned (in whole or in part) by, any Affiliate of Borrower or any subsequent transferees.
(g) Prior to or contemporaneously with the execution and delivery of the agreement effectuating the Partial Release, Borrower shall, at its sole cost and expense, obtain and deliver to Lender a T-38 an endorsement to of the Title Insurancemortgagee title policy insuring the first priority lien of the Security Instrument, under the applicable title insurance rules and regulations, in form and content reasonably acceptable to Lender, stating that the company issuing said mortgagee title policy will not claim that policy coverage has terminated or that policy coverage has been reduced, solely by reason of the execution of the agreement effectuating the Partial Release.
(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.
(dh) Contemporaneously with the Partial Release, execution and delivery of the Release Parcel shall be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilities.
(e) Upon the recording of agreement effectuating the Partial Release, Borrower shallshall pay, use good faithor cause to be paid, diligent efforts (i) all costs and expenses incident to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent consummation of the Unreleased Landtransaction specified herein, including without limitation costs associated with the preparation of the agreement effectuating the Partial Release, title insurance policy endorsement charges, recording fees and Lender’s legal expenses (of internal and external counsel), and shall in any event complete (ii) an administrative fee to Lender of $10,000 (collectively, the foregoing no later than August 1, 2019“Release Fee”).
Appears in 1 contract
Sources: Loan Agreement (Whitestone REIT)
Partial Release. Borrower Subsequent to the Closing, Mortgagor may obtainrequest that Mortgagee release from the lien of this Mortgage and the other Loan Documents the land shown as Lots 1 and 3 on a certain plan (the "SUBDIVISION PLAN") entitled "Subdivision, Plan of Land Prepared for DM Management Company, ▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇ ▇▇▇▇) Tilton, NH, 2 Sheets" dated January 20, 1999, by ▇▇▇▇▇▇ Surveying Consultants, Laconia NH, together with the improvements thereon (the "Release Parcel"). Mortgagee will release the Release Parcel, provided that:
(a) no consideration default has occurred under this Mortgage or payment of any kind the Loan Documents
(b) the loan to Lendervalue ratio with respect to the Mortgaged Property remaining after the release ("Remaining Security") is not greater than 75% and the debt service coverage ratio is not less than 1.40x, other than reimbursement of Lender’s actual out-of-pocket costs all as determined by Mortgagee in its sole discretion. ;
(c) all documentation pertaining to the Remaining Security, including without limitation, the existing zoning, are satisfactory to Mortgagee;
(d) the Release Parcel and expensesthe Remaining Security shall have been legally and validly subdivided in accordance with, and the Remaining Security shall be in compliance with, all applicable federal, state and local laws and regulations, including, without limitation, all laws and regulations pertaining to environmental, land use, zoning, minimum lot size, parking requirements, setback, frontage, site plan approval and access to a public way, and both parcels function legally and operationally independently in the reasonable third-judgment of Mortgagee, except as specifically approved by Mortgagee;
(e) the Remaining Security and the Release Parcel shall each constitute separate tax and zoning lots and Mortgagor shall deliver to Mortgagee evidence in form and substance satisfactory to Mortgagee and its special counsel, including without limitation, an opinion of Loan No. 3212525 Mortgagor's counsel, that the Remaining Security constitutes a lawful parcel and has been separately assessed for real property tax purposes;
(f) Mortgagor delivers to Mortgagee surveys of the Release Parcel and the Remaining Security, together with surveyors' certificates addressed to Mortgagee and the title insurance company insuring title to the Mortgaged Property, which surveys shall comply with all of Mortgagee's survey requirements, including without limitation showing the acreage, the metes and bounds, easements, setback lines, and proper legal description of both the Release Parcel and the Remaining Security, the dimensions and locations of the improvements, and show that the Remaining Security has all necessary utility lines, parking areas, sewer and septic lines and tanks, drain fields, access to a public way, and such other items as Mortgagee and its counsel shall request;
(g) Mortgagor delivers to Mortgagee an endorsement to the title insurance policy covering the Mortgaged Property (1) updating such policy to the date of the recording of such release, (2) reflecting the new legal description of the Remaining Security, (3) certifying and insuring that this Mortgage remains and constitutes an enforceable first lien on the Remaining Security, subject to no other exceptions to title except the title exceptions contained in the title policy issued to Mortgagee at the time this Mortgage was first recorded, and (4) insuring that the Remaining Security continues to be in compliance with all state and local zoning, subdivision and parking laws and regulations;
(h) Mortgagor delivers to Mortgagee a valid, binding and enforceable agreement signed by the Mortgagor with respect to the utility easement over Lot 3 appurtenant to the Remaining Security and the pipe drainage easement over the Remaining Security appurtenant to Lot 3, which are in form and substance satisfactory to Mortgagee, and in the event that the Release Parcel is the subject of an application for a zoning variance or other governmental permit of which Mortgagor receives notice and to which Mortgagor has standing to object, then Mortgagor will promptly notify Mortgagee of any such application and cooperate with Mortgagee in the event Mortgagee desires to oppose the granting of any such variance or other permit;
(i) the release of the Release Parcel will not violate the terms of, or entitle an tenant to reduce the rent payable under, any lease on the Remaining Security;
(j) Mortgagor shall have the Certificate of Occupancy (to the extent available under applicable laws, regulations and codes) for the Remaining Security duly amended to reflect the subdivision of the Release Parcel from the Remaining Security;
(k) Mortgagor delivers notice to, and obtains consent of, any party attorney’s fees requiring notice or consent to the release of the Release Parcel (including, without limitation, any tenant under any lease);
(l) Mortgagor provides Mortgagee with (1) evidence satisfactory to Mortgagee and its special counsel that the release will not interfere with vehicular, pedestrian or rail access, utilities to or other items affecting the Remaining Parcel, (2) any easements for access, utilities 49 Loan No. 3212525 or other items affecting the Release Parcel required by Mortgagee and its special counsel and satisfactory to them in form and substance, and (3) any joint use agreement deemed appropriate by Mortgagee and its special counsel, satisfactory in form and substance to them; it is understood that the agreement by Mortgagee to consent to or to subordinate its lien to any easements or use agreements with respect to the Remaining Security is predicated on receiving this information;
(m) Mortgagee and its special counsel are satisfied with the size, boundaries and location of the Release Parcel, provided that all other conditions hereunder are met;
(n) the Release Parcel has legal expensesaccess satisfactory to Mortgagee and its special counsel;
(o) no construction shall occur on the Release Parcel prior to the release thereof in accordance with the conditions set forth herein; and
(p) Mortgagor shall pay all legal, administrative, title, recording an any other costs and 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 including, without limitation, any such costs and expenses incurred by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilitiesMortgagee.
(e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Dm Management Co /De/)
Partial Release. Borrower may obtain, for no consideration or payment (a) The parties acknowledge that the Release Parcels are being encumbered by the Lien of any kind the Mortgage solely by reason of the fact that the Release Parcels have not been legally subdivided and are not a separate legal lot and that it is the intent of the parties to Lender, other than reimbursement release the Release Parcels upon the completion of Lender’s actual out-of-pocket costs the subdivision and expenses, including, without limitation, reasonable third-party attorney’s fees and legal expenses, incurred by Lender in connection Borrowers’ compliance with the Partial Releaseprovisions of this Section 10.24. Provided no Event of Default shall have occurred and remain uncured, Borrowers shall have the right to obtain a release of a portion the lien of the Land from Mortgage (and related Loan Documents) as to the Deed Release Parcels for development by the transferee of Trust such Release Parcels (the “Partial Release”), consisting which may be an Affiliate 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”Borrowers), upon satisfaction of the following conditions:conditions precedent: 91
(ai) Borrowers shall provide Lender not less than thirty (30) days notice (A) giving a brief narrative description of the proposed use of any improvements to be constructed on the Release Parcels, and (B) specifying the date (the "Release Date") on which the partial release is to occur provided, however, that Borrowers may postpone the Release Date from time to time as long as the extended date is at least ten (10) Business Days after notice of such extension;
(ii) Borrowers shall have delivered to Lender an Officer’s Certificate certifying that the partial release pursuant to this Section 10.24 does not violate any of the provisions of the Leases or the Operating Agreements, including, without limitation, provisions relating to the availability of parking at the Property (and if reasonably requested by Lender, Borrowers shall provide reasonable evidence and backup of the same to Lender);
(iii) Borrowers shall have delivered to Lender (A) at Borrowers’ option, (x) an endorsement to the Title Insurance Policy, (y) an opinion of counsel (from counsel reasonably acceptable to Lender) or (z) a certificate of an architect (from an architect reasonably acceptable to Lender and licensed to practice in the State) indicating that each legal lot of the Release Parcels has been legally subdivided from the remainder of the Property pursuant to a subdivision in accordance with applicable law, (B) at Borrowers’ option, (x) an endorsement to the Title Insurance Policy, (y) an opinion of counsel (from counsel reasonably acceptable to Lender) or (z) a certificate of an architect (from an architect reasonably acceptable to Lender and licensed to practice in the State) indicating that the balance of the Property separately conforms to and is in material compliance with all applicable Legal Requirements pertaining to zoning and the subdivision and constitutes one or more separate legal lot(s), and (C) an Officer’s Certificate with supporting documentation indicating that either (y) sufficient parking remains on the remainder of the Property to comply with all Leases of such remainder and with all Operating Agreements and which is adequate for the proper use and enjoyment of the balance of the Property or (z) reservations of parking (in favor of such remainder) in the Release Parcels are sufficient (when added to parking otherwise available to the remainder) to comply with all Leases of such remainder and with all Operating Agreements and which are adequate for the proper use and enjoyment of the remainder of the Property;
(iv) Borrowers shall submit to Lender at least 30 days prior to the proposed date of release the proposed form of reciprocal easement agreement between Borrowers and the transferee of the Release Parcels (or an amendment to an existing REA), in form and substance satisfactory to Lender in its reasonable discretion, which will provide for any of the reservations required by Section 10.24(a)(iii) and which will otherwise conform to the other requirements of this Section 10.24 and may contain cross easements for the benefit of the Release Parcel and the remainder of the Property in respect of access, driveways, parking, utilities, drainage flows, storm and sanitary sewers, and other customary purposes (and pursuant to which Borrowers shall receive such easements, and the right to enforce such restrictive covenants, over the Release Parcels that are reasonably required for the continued use and operation of the remainder of the Property) (and Lender agrees to subordinate the Lien of the Mortgage to such reciprocal easement agreement, pursuant to an instrument satisfactory to Lender);
(v) Borrowers shall have delivered a metes and bounds description of each of the Release Parcels (or such other adequate legal description);
(vi) Borrowers shall have delivered to Lender on the date of the release an endorsement to the policy or policies of title insurance insuring the Mortgage reflecting the release of the Release Parcels and (A) insuring Lender’s receipt interest in any easements created in connection with the release, (B) extending the effective date of a copy the policy or policies to the effective date of a recorded Plat filed of record the release, and (C) confirming no change in the Real priority of the Mortgage on the remainder of the Property Records or in the amount of ▇▇▇▇▇▇ Countythe insurance or the coverage under the policy or policies;
(vii) Borrowers shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 10.24 have been satisfied;
(viii) Borrowers shall deliver to Lender an agreement from the transferee(s) of the Release Parcels that the transferee(s) will not actively solicit existing tenants of the remainder of the Property to relocate from the remainder of the Property to the improvements to be constructed on the Release Parcel unless Borrowers shall have executed a Lease with a replacement tenant for such space being vacated which replacement tenant is of the same general quality as the vacating tenant and which Lease with such replacement tenant is of equal or better economic benefit (excluding initial tenant inducements) to Borrowers when compared to the remaining term of the Lease of the tenant being replaced;
(ix) the Development Agreements shall be assigned by Borrowers to the respective transferee of the Release Parcels; and
(x) Borrowers shall pay all out of pocket costs and expenses of Lender incurred in connection with the partial release, Texasincluding Lender’s reasonably attorneys’ fees and expenses.
(b) At least ten If Borrowers have elected to release the Release Parcels and the requirements of this Section 10.24 have been satisfied, the Release Parcels shall be released from the Lien of the Mortgage (10and related Loan Documents), and the reciprocal easement agreement (or amendment to an REA) (as described in subsection (a)(iv) above) may be executed and Lender shall consent and subordinate the Lien of the Mortgage thereto. In connection with the release of the Lien, Borrowers shall submit to Lender, not less than fifteen (15) days prior to the date of Release Date (or 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 shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender and a consent and subordination to the reciprocal easement agreement (or amendment to an REA) (as described in subsection (a)(iv) above) for execution by Lender. Such release and consent and subordination shall be in a form appropriate in the jurisdiction in which the Property is located. Borrowers shall pay all costs, taxes and substance); and prior to or contemporaneously expenses associated with the execution and delivery release of the Partial ReleaseLien of the Mortgage, Borrower shall, at its sole cost and expense, obtain and deliver to Lender a T-38 endorsement including Lender’s reasonable attorneys’ fees. Borrowers shall cause title to the Title InsuranceRelease Parcels so released from the Lien of the Mortgage to be transferred to and held by a Person other than a Borrower (and in which no Borrower has any direct beneficial ownership interest, reasonably acceptable provided such transferee may be an Affiliate of Borrower and provided further that after giving effect to Lendersuch Transfer, each Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity).
(c) With respect Not less than thirty (30) days prior to any portion the Release Date (or a shorter period of time if permitted by the Land not released Lender in its sole discretion), Borrowers shall provide the Preliminary Release Documents (as hereinafter defined) to the “Unreleased Land”Lender. For purposes of this Section 10.24(c), the Partial term "Preliminary Release Documents" shall not result in leaving any mean the following documents: (A) Executed documents satisfying the requirements of Sections 10.24(a)(ii); and (B) Pro forma (unexecuted) documents meeting 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 requirements of Sections 10.24(a)(iii) - (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 Landviii), 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 Notwithstanding anything to the contrary herein, no release price or partial prepayment of the Loan shall be required in connection with the Partial Release, any release of the Release Parcel shall Parcels under this Section 10.24 and no Rating Comfort Letter or no downgrade letter will be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by required in connection with any such facilitiesrelease.
(e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.
Appears in 1 contract
Partial Release. Borrower may obtainSubject to the provisions of this Section 63, for no consideration Lender shall release (a “Partial Release”) one or payment more unimproved portions of any kind the Security Property; the dimensions, location, and configuration of which shall be subject to Lender’s approval, other than reimbursement of which shall be granted or denied by Lender in Lender’s actual out-of-pocket costs sole and expenses, absolute discretion (the “Release Lot”). Lender shall release the Release Lot upon satisfaction of each and every of the following conditions precedent (singularly and collectively referred to as the “Partial Release Conditions”):
(a) Any and all sums then due and payable to Lender under the Loan Documents shall be fully paid (including, without limitation, reasonable third-party attorney’s fees principal and legal expensesinterest under the Note and all sums constituting the Reserves and any other escrow required under the Loan Documents) and no Event of Default (as described in Section 23 hereof) shall exist and be continuing, incurred by nor shall Lender in connection have given Borrower notice of any event or condition which, with the Partial Release, a release passage of a portion time or the giving of the Land from the Deed of Trust notice (the “Partial Release”or both), consisting could result in an Event 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 Default if not cured 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, TexasBorrower.
(b) At least ten thirty (1030) days prior to the effective date of such any proposed Partial Release, Borrower shall prepare and deliver to Lender (at Borrower’s expense sole cost and expense) a proposed re-plat of the form Release Lot and the unreleased portion of the Security Property and a survey plat and field notes for the Release Lot and for the remainder of the Security Property, all prepared by a licensed surveyor or engineer (which surveys and re-plats shall be, in form, consistent with surveys and re-plats for mortgage loans generally acceptable to prudent institutional commercial loan lenders undertaking similar review or exercising reasonable and similar discretion with respect to a property similar in nature and location to the Security Property (“Prudent Lender Standards”)) and shall depict the exact location of the Release Lot relative to the remainder of the Security Property and the location of all applicable title matters.
(c) Borrower must provide evidence, which would be deemed satisfactory pursuant to Prudent Lender Standards, to Lender of the following matters: (i) that the Release Lot and the balance of the Security Property shall comply with all federal, state and local environmental, land use and zoning laws (including, without limitation, minimum lot size, parking regulations, set-back lines, density requirements, lot coverage ratios, frontage, subdivision, site plan approval and access to a public right-of-way); (ii) that all required notices have been given and consents obtained in connection with the proposed Partial Release, including (without limitation) the consent of any governmental entity and any indemnitor; (iii) that access to the remainder of the Security Property following the Partial Release to any previously dedicated streets and utilities shall not be executed by impaired and that the construction of any future improvements on the Release Lot shall not impair the visibility or use of the remainder of the Security Property; and (iv) that the future uses of the Release Lot will not violate any exclusivity provision in any Lease pertaining to the Security Property nor any covenant, restriction, condition or other title matter then encumbering the Security Property. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 62 43412-20/Continental Towers
(d) Lender must have been provided complete information with respect to the proposed parking arrangement for the unreleased portion of the Security Property both immediately following the Partial Release and thereafter, which such proposed parking arrangement must be legally adequate for the remainder of the Security Property, must be deemed satisfactory pursuant to Prudent Lender Standards, and must include, to the extent Lender deems necessary or desirable, (i) a temporary parking arrangement reasonably convenient to the unreleased portion of the Security Property during the pendency of any construction on the Release Lot, (ii) a final parking arrangement after completion of any anticipated Improvements on the Release Lot, (iii) an insurable easement arrangement with respect to both the temporary and permanent parking arrangement, which parking facility will be without cost or expense to the owner of the unreleased portion of the Security Property, and (iv) a new loan policy of title insurance (or an endorsement to the existing loan policy of title insurance) providing title coverage to Lender with respect to such easement estate without exception and without any exception for liens.
(e) Prior to the effective date of the proposed Partial Release, and to the extent Lender deems necessary or desirable, Borrower shall encumber the Release Lot with a recorded development or similar agreement (which form must be deemed satisfactory pursuant to Prudent Lender Standards) covering such matters as mutual parking and access, maintenance, shared utilities, drainage and other similar issues and containing appropriate restrictions on the type, construction, location, height and use of any improvements then existing or thereafter to be constructed on the Release Lot.
(f) Lender shall have received evidence in writing from the Rating Agency to the effect that the proposed Partial Release must will not result in a requalification, reduction, downgrade or withdrawal of any rating initially assigned or to be reasonably satisfactory to Lender assigned in form and substance); and prior to or a Secondary Market Transaction (hereinafter defined) or, if no such rating has been issued such Partial Release shall not have an adverse affect on the level of rating attainable in connection with the Loan.
(g) The Release Lot shall be conveyed, contemporaneously with the execution Partial Release, such that Borrower shall continue to satisfy each of the requirements described in Section 12 hereof following such Partial Release. Without limiting the generality of the foregoing, Borrower acknowledges and delivery agrees that, after the provision of the Partial Release, Borrower shallshall own no other asset other than the Security Property (excluding the Release Lot) but including the new easement rights to be provided to Borrower as described in this Section 63.
(h) No proposed Partial Release shall (i) deny any unreleased portion of the Security Property reasonable access to public streets, at its sole cost roads or utilities, (ii) unreasonably divide any portion or tract of the remainder of the Security Property into strips or parcels, or (iii) otherwise negatively impact in any manner whatsoever (whether due to the configuration of the Release Lot, any proposed Improvements thereof or otherwise) the remainder of the Security Property.
(i) Borrower shall submit a prepared partial release instrument (the “Partial Release Instrument”), which must be deemed satisfactory pursuant to Prudent Lender Standards, and expenseany information necessary for Lender to process the Partial Release Instrument, obtain AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 63 43412-20/Continental Towers including a lot and block or metes and bounds description of the Release Lot, the name and address of the title insurance company to whose attention the Partial Release Instrument should be directed, numbers that reference the Partial Release Instrument (i.e., tax parcel numbers, title company order numbers, release numbers, etc.), the date when the Partial Release is to become effective, the name and address of the prospective purchaser of the Release Lot and such other documents and information as Lender may reasonably request in order to process the Partial Release Instrument. The Partial Release Instrument shall be delivered, in escrow, by Lender to the title company so designated, to be held, released, delivered and recorded in accordance with Lender’s escrow instructions requiring the satisfaction of all Partial Release Conditions. In no event shall the execution and delivery of a Partial Release Instrument affect any of Lender’s obligations under this Mortgage or the other Loan Documents.
(j) Borrower shall deliver to Lender (i) an endorsement to Lender’s policy of title insurance for the Security Property bringing the date of such policy to the date of the Partial Release and evidencing the continued first lien priority of the Mortgage (and with no such additional title matters) subject, however, to the Partial Release and additional easement coverage described hereinabove, or (ii) a new policy of title insurance, other endorsements or other information as Lender may require.
(k) Borrower shall deliver to Lender a T-38 endorsement to the Title Insurancewritten agreement, reasonably in form and substance acceptable to Lender, providing that in the event any affiliate of Borrower owns or manages the Release Lot, Borrower shall agree, and shall cause such affiliate to agree, not to offer to any existing tenant at the Security Property any incentives or discounts of any type not offered to all other potential tenants to entice or otherwise encourage any such tenant to terminate its lease at the Security Property and lease space at the Release Lot. Said written agreement shall be delivered, in escrow, by Lender to the title company so designated, to be held, released, delivered and recorded in accordance with Lender’s escrow instructions requiring the satisfaction of all Partial Release Conditions.
(cl) With respect to All reasonable costs and expenses actually incurred by Lender (and any portion servicer of the Land not released Loan) in connection with the completion (the “Unreleased Land”), the and verification of completion) of all Partial Release Conditions, payment of all required fees of any Rating Agency and relative to the review, approval and execution of any Partial Release, shall not result in leaving any be paid by Borrower prior to and as a condition of the Unreleased Land without access to utilities or access to execution of any public roads or right-of-wayPartial Release Instrument, including (but not limited to) reasonable attorneys’ fees, all costs and expenses of 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 servicer of the Unreleased Land)Loan) incurred in connection with obtaining any engineering reports, such that the remaining Unreleased Land is a separateopinions and consents, economically viable project Rating Agency letters and otherwise complies (any endorsement to Lender’s policy of title insurance. All recording fees and will comply after the Partial Release) with all Governmental Requirementstaxes are to be paid by Borrower.
(dm) Contemporaneously with The satisfaction of such other conditions precedent to satisfy Prudent Lender Standards, including but not limited to obtaining (i) an updated appraisal acceptable to Lender of each proposed Release Lot and of the remainder of the Security Property and (ii) a tax opinion from Borrower’s counsel, in form and substance acceptable to Lender, opining that the proposed Partial Release will not violate any REMIC rules, regulations, or requirements from a tax perspective. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 64 43412-20/Continental Towers
(n) In no event shall the fair market value, as determined by an updated appraisal acceptable to Lender, of all of the Release Lots, in the aggregate, equal or exceed ten percent (10%) of the fair market value of the Security Property as of the date of the proposed Partial Release, the Release Parcel shall be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilities.
(e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Financing Statement (Prime Group Realty Trust)
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) a. Lender’s receipt of a copy of a recorded Plat filed of record in the Real Property Records of ▇▇▇▇▇▇ County, Texas.
(b) 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) 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) d. Contemporaneously with the Partial Release, the Release Parcel shall be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilities.
(e) e. Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1December 31, 20192015.
Appears in 1 contract
Sources: Construction Loan Agreement (Stratus Properties Inc)
Partial Release. Borrower may obtainSubject to the conditions set forth below, for no consideration or payment after the earlier to occur of (i) two (2) years after “start-up day” (within the meaning of Section 860G(a)(9) of the Code) of any kind real estate mortgage investment conduit (as defined under Section 860D of the Code) (a “REMIC”) that holds the Note, and (ii) three (3) years after the Closing Date, Lender shall release an Individual Property (the “Release Property”) from the Lien of the Loan Documents (a “Partial Release”):
(a) Borrower shall have partially defeased the Loan in an amount equal to the Partial Release Price (as defined below) pursuant to Section 4(b) of the Note, and shall have complied with all other requirements for a partial defeasance of the Loan set forth in Section 4(b) of the Note to the extent relating to the Partial Release;
(b) No Event of Default shall exist under the Loan Documents;
(c) The remaining portion of the Property that is not being released shall (i) comply with all applicable Legal Requirements (including without limitation, applicable subdivision, zoning, and land use laws), (ii) be a separate tax parcel and not be subject to any Liens for taxes attributable to the Release Property, and (iii) benefit from appropriate appurtenant easements for, among other things, access, utilities, and parking as are necessary or appropriate for the continued use and operation thereof as is currently being used or as contemplated, all to the reasonable satisfaction of Lender;
(d) Lender shall have received and approved of (i) forms of all documents necessary to release the Release Property from the Liens of the Loan Documents, each in appropriate form required by the state in which the Release Property is located and otherwise satisfactory to Lender in all respects, (ii) such endorsements to its title insurance policy as Lender shall require; and (iii) such other documents, agreements, and opinions of counsel as Lender may reasonably require;
(e) the Release Property shall be conveyed to a Person other than reimbursement Borrower (which Person may be an Affiliate of Borrower);
(f) Lender shall have received payment from Borrower of Lender’s actual out-of-pocket costs and expenses, expenses incurred in connection with the Partial Release (including, without limitation, reasonable third-party attorney’s attorneys’ fees and legal expensescosts);
(g) as of the date on which the Partial Release is to occur, incurred by Lender in connection with and after giving effect to 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:
(ai) Lender’s receipt the loan-to-value ratio for the remaining Property is no more than the lesser of a copy (A) the loan-to-value ratio as of a recorded Plat filed of record in the Real Property Records of ▇▇▇▇▇▇ County, Texas.
Closing Date (b) At least ten (10) days prior without giving effect to the date of such Partial Release), Borrower shall deliver to Lender at Borrower’s expense and (B) the form loan-to-value ratio immediately preceding the date of the Partial Release (without giving effect 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 all as determined by Lender in its sole cost and expense, obtain and deliver to Lender a T-38 endorsement reasonable discretion;
(ii) the Debt Service Coverage Ratio (as defined below) for the remaining Property is no less than the greater of: (A) the Debt Service Coverage Ratio existing as of the Closing Date (without giving effect to the Title InsurancePartial Release), reasonably acceptable to Lender.
(cB) With respect to any portion the Debt Service Coverage Ratio which existed as of the Land not released (the “Unreleased Land”), date immediately preceding the Partial Release shall not result in leaving any of the Unreleased Land (without access giving effect 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), and (C) with 1.35:1 for the preceding twelve (12) months, all Governmental Requirements.as determined by Lender in its reasonable discretion;
(diii) Contemporaneously with the Partial Release, projected Debt Service Coverage Ratio for the remaining Property for the twelve (12) months following the date on which the Release Parcel Property is to be released is no less than 1.35:1, as determined by Lender in its reasonable discretion. Nothing in this Section 13.5 shall be conveyed by release Borrower from any liability or obligation relating to ▇▇▇▇▇▇ County Municipal Utility District No. 4, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilitiesany environmental matters arising under Article 9.
(e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.
Appears in 1 contract
Partial Release. Borrower may obtainSubject to the provisions of this Section 63, for no consideration Lender shall release (a “Partial Release”) one or payment more unimproved portions of any kind the Security Property; the dimensions, location, and configuration of which shall be subject to Lender’s approval, other than reimbursement of which shall be granted or denied by Lender in Lender’s actual out-of-pocket costs sole and expenses, absolute discretion (the “Release Lot”). Lender shall release the Release Lot upon satisfaction of each and every of the following conditions precedent (singularly and collectively referred to as the “Partial Release Conditions”):
(a) Any and all sums then due and payable to Lender under the Loan Documents shall be fully paid (including, without limitation, reasonable third-party attorney’s fees principal and legal expensesinterest under the Note and all sums constituting the Reserves and any other escrow required under the Loan Documents) and no Event of Default (as described in Section 23 hereof) shall exist and be continuing, incurred by nor shall Lender in connection have given Borrower notice of any event or condition which, with the Partial Release, a release passage of a portion time or the giving of the Land from the Deed of Trust notice (the “Partial Release”or both), consisting could result in an Event 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 Default if not cured 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, TexasBorrower.
(b) At least ten thirty (1030) days prior to the effective date of such any proposed Partial Release, Borrower shall prepare and deliver to Lender (at Borrower’s expense sole cost and expense) a proposed re-plat of the form Release Lot and the unreleased portion of the Security Property and a survey plat and field notes for the Release Lot and for the remainder of the Security Property, all prepared by a licensed surveyor or engineer (which surveys and re-plats shall be, in form, consistent with surveys and re-plats for mortgage loans generally acceptable to prudent institutional commercial loan lenders undertaking similar review or exercising reasonable and similar discretion with respect to a property similar in nature and location to the Security Property (“Prudent Lender Standards”)) and shall depict the exact location of the Release Lot relative to the remainder of the Security Property and the location of all applicable title matters.
(c) Borrower must provide evidence, which would be deemed satisfactory pursuant to Prudent Lender Standards, to Lender of the following matters: (i) that the Release Lot and the balance of the Security Property shall comply with all federal, state and local environmental, land use and zoning laws (including, without limitation, minimum lot size, parking regulations, set-back lines, density requirements, lot coverage ratios, frontage, subdivision, site plan approval and access to a public right-of-way); (ii) that all required notices have been given and consents obtained in connection with the proposed Partial Release, including (without limitation) the consent of any governmental entity and any indemnitor; (iii) AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 62 43412-20/Continental Towers that access to the remainder of the Security Property following the Partial Release to any previously dedicated streets and utilities shall not be executed by impaired and that the construction of any future improvements on the Release Lot shall not impair the visibility or use of the remainder of the Security Property; and (iv) that the future uses of the Release Lot will not violate any exclusivity provision in any Lease pertaining to the Security Property nor any covenant, restriction, condition or other title matter then encumbering the Security Property.
(d) Lender must have been provided complete information with respect to the proposed parking arrangement for the unreleased portion of the Security Property both immediately following the Partial Release and thereafter, which such proposed parking arrangement must be legally adequate for the remainder of the Security Property, must be deemed satisfactory pursuant to Prudent Lender Standards, and must include, to the extent Lender deems necessary or desirable, (i) a temporary parking arrangement reasonably convenient to the unreleased portion of the Security Property during the pendency of any construction on the Release Lot, (ii) a final parking arrangement after completion of any anticipated Improvements on the Release Lot, (iii) an insurable easement arrangement with respect to both the temporary and permanent parking arrangement, which parking facility will be without cost or expense to the owner of the unreleased portion of the Security Property, and (iv) a new loan policy of title insurance (or an endorsement to the existing loan policy of title insurance) providing title coverage to Lender with respect to such easement estate without exception and without any exception for liens.
(e) Prior to the effective date of the proposed Partial Release, and to the extent Lender deems necessary or desirable, Borrower shall encumber the Release Lot with a recorded development or similar agreement (which form must be deemed satisfactory pursuant to Prudent Lender Standards) covering such matters as mutual parking and access, maintenance, shared utilities, drainage and other similar issues and containing appropriate restrictions on the type, construction, location, height and use of any improvements then existing or thereafter to be constructed on the Release Lot.
(f) Lender shall have received evidence in writing from the Rating Agency to the effect that the proposed Partial Release must will not result in a requalification, reduction, downgrade or withdrawal of any rating initially assigned or to be reasonably satisfactory to Lender assigned in form and substance); and prior to or a Secondary Market Transaction (hereinafter defined) or, if no such rating has been issued such Partial Release shall not have an adverse affect on the level of rating attainable in connection with the Loan.
(g) The Release Lot shall be conveyed, contemporaneously with the execution Partial Release, such that Borrower shall continue to satisfy each of the requirements described in Section 12 hereof following such Partial Release. Without limiting the generality of the foregoing, Borrower acknowledges and delivery agrees that, after the provision of the Partial Release, Borrower shall, at its sole cost and expense, obtain and deliver shall own no other asset other than the Security Property (excluding the Release Lot) but including the new easement rights to Lender a T-38 endorsement be provided to the Title Insurance, reasonably acceptable to LenderBorrower as described in this Section 63.
(ch) With respect to No proposed Partial Release shall (i) deny any unreleased portion of the Land not released Security Property reasonable access to public streets, roads or utilities, (the “Unreleased Land”), the Partial Release shall not result in leaving ii) unreasonably divide any portion or tract 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 remainder of the Unreleased Land)Security Property into strips or parcels, such that the remaining Unreleased Land is a separateor AMENDED AND RESTATED MORTGAGE, 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, and shall be restricted to use for only the waste water treatment facilities for the Mortgaged Property and other property served by such facilities.
(e) Upon the recording of the Partial Release, Borrower shall, use good faith, diligent efforts to cause the Release Parcel to constitute a separate tax lot with a separate tax assessment, independent of the Unreleased Land, and shall in any event complete the foregoing no later than August 1, 2019.SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 63 43412-20/Continental Towers
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Financing Statement (Prime Group Realty Trust)