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too <br /> "may require WWH and/or HIHT to transfer all of their respective interests in the Project and the <br /> Project Land to the County..." See¶ 5.2(d), at 12 of Exhibit "D". <br /> Therefore, it is beyond dispute that the County had a valid mortgage against the property <br /> and a right to the property iipon default by Ww'H or HiHT. This rivht existed well before <br /> Defendants allegedly"earned" $3.2 million in April 2009. <br /> Forty million dollars is clearly"reasonably equivalent value"as contemplated by Chapter <br /> 651 C. In fact, HRS § 651 C-3(b) expressly provides the following: <br /> ...a person gives a reasonably equivalent value if the person acquires an interest of the <br /> debtor in an asset pursuant to a regularly conducted, noncollusive foreclosure sale or <br /> execution of a power of sale for the acquisition or disposition of the interest of the <br /> debtor upon default under a morteape,deed of trust, or security agreement <br /> (emphasis added). <br /> Therefore, based upon the express language of HRS § 651C-3(b), the transfer to the <br /> County by WWH/HIHT was for"reasonably equivalent value"and there is no fraudulent <br /> transfer. Any other result would be absurd as it would negate the purpose of placing a mortgage <br /> on real estate. <br /> Even if Defendants' claims had merit,those claims do not magically take priority over a <br /> valid first mortgage, a mortgage which secured financing in the amount of$40 million, as well as <br /> other obligations. It is beyond dispute that the County had a valid mortgage on the property prior <br /> to WWH and HIHT returning their interests in the property to the County. <br /> The illogic of Defendants' argument is apparent. If WWH's interest was not transferred <br /> and Defendants succeeded on their claims, the most they could possibly obtain is a lien on the <br /> lease, which was already encumbered by a sizable mortgage. However, the County, as the <br /> mortgage holder, would still have superior rights to Defendants and nothing would prohibit the <br /> County from ultimately taking ownership as a result of a default. <br /> 10 <br />