Common use of Partial Releases Clause in Contracts

Partial Releases. If there is no Event of Default, Huntington shall release a tract to be conveyed to the May Department Stores Company (Xxxxxxxx'x) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained of the tract to be released from the mall Property; (b) the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract to be released and the mall property have been created to the satisfaction of Huntington. HUNTINGTON, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform all of the Obligations under the terms and conditions of the Loan Documents, then the Mortgage shall be void; otherwise it shall remain in full force and effect in law and equity forever.

Partial Releases. If there is no Event From time to time, after the of Defaultthe recording of the Final Plats (defined below) in the real property records of Xxxxxxxx County, Huntington New Mexico until the Maturity Date (defined in the Note), Lender shall release a tract to be conveyed to the May Department Stores Company one or more Lots (Xxxxxxxx'xdefined below) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract to be released Mortgage and from the mall Property; UCC Financing Statement as provided in this Agreement. A request for release (ba “Request”) must identify the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract Lot or Lots to be released and the mall property have been created be made to Lender not less than five (5) Business Days prior to the satisfaction requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each Lot shall be: (i) Forty Three Thousand and No/100 Dollars ($43,000.00) for Xxxx 0X Xxxx; or (i) Fifty Three Thousand and No/100 Dollars ($53,000.00) for Xxxx 0X Xxxx. The Release Price must be delivered to the Lender in immediately available funds no later than 1:00 p.m. New Mexico time on the requested release date. In addition, Borrower has received approval for one or more preliminary plats for the Mortgaged Property from the City of HuntingtonRio Rancho (the “City”), which plats the Lender has previously reviewed and approved (the “Lender Approved Preliminary Plats”) and which will become final plats (the “Final Plats”). HUNTINGTONBorrower will not materially change the Lender Approved Preliminary Plats without the prior written approval of Lender. Upon substantial completion of the Lots, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due record one or more final plats (the Indebtedness and “Final Plats”) for the Mortgaged Property. Each Final Plat may contain land dedicated to the City or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to a governmental entity, the Lender shall completelyexecute a partial release with regard to such land without charge. As used in this Agreement, faithfully and punctually perform all of the Obligations under term “Lot” means a lot shown on the terms and conditions Lender Approved Preliminary Plats. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot or any land to be dedicated to the Mortgage City of other governmental entity if an Event of Default Exists or would exist but for the giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, the Release Price shall be void; otherwise it shall remain in full force and effect in law and equity foreverapplied to the outstanding principal balance of the Note.

Partial Releases. If there is no Event From time to time, after the recording of Defaultthe Final Plats (defined below) in the real property records of Xxxxxxxx County, Huntington New Mexico until the Maturity Date (defined in the Note), Lender shall release a tract to be conveyed to the May Department Stores Company one or more Lots (Xxxxxxxx'xdefined below) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract to be released Mortgage and from the mall Property; UCC Financing Statement as provided in this Agreement. A request for release (ba “Request”) must identify the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract Lot or Lots to be released and the mall property have been created be made to Lender not less than five (5) Business Days prior to the satisfaction requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each Lot shall be Forty-Four Thousand and No/100 Dollars ($44,000.00). The Release Price must be delivered to the Lender in immediately available funds no later than 1:00 p.m. New Mexico time on the requested release date. In addition, Borrower has received approval for one or more preliminary plats for the Mortgaged Property from the City of HuntingtonRio Rancho (the “City”), which plats the Lender has previously reviewed and approved (the “Lender Approved Preliminary Plats”) and which will become final plats (the “Final Plats”). HUNTINGTONBorrower will not materially change the Lender Approved Preliminary Plats without the prior written approval of Lender. Upon substantial completion of the Lots, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due record one or more Final Plats for the Indebtedness and Mortgaged Property. Each Final Plat may contain land dedicated to the City or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to a governmental entity, the Lender shall completelyexecute a partial release with regard to such land without charge. As used in this Agreement, faithfully and punctually perform all of the Obligations under term “Lot” means a lot shown on the terms and conditions Lender Approved Preliminary Plats. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot if an Event of Default Exists or would exist but for the Mortgage giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, the Release Price shall be void; otherwise it shall remain in full force and effect in law and equity foreverapplied to the outstanding principal balance of the Note.

Partial Releases. If there is no Event From time to time, after the recording of Defaultthe Final Plat (defined below) in the real property records of Bernalillo County, Huntington New Mexico until the Maturity Date (defined in the Note), Lender shall release a tract to be conveyed to the May Department Stores Company one or more Lots (Xxxxxxxx'xdefined below) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract to be released Mortgage and from the mall Property; UCC Financing Statement as provided in this Agreement. A request for release (ba “Request”) must identify the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract Lot or Lots to be released and the mall property have been created be made to Lender not less than five (5) Business Days prior to the satisfaction requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each Lot shall be Sixty-Five Thousand Seven Hundred Fifty and No/100 Dollars ($65,750.00). The Release Price must be delivered to the Lender in immediately available funds no later than 1:00 p.m. New Mexico time on the requested release date. In addition, Borrower has received approval for a preliminary plat for the Mortgaged Property from Bernalillo County, New Mexico, which plat the Lender has previously reviewed and approved (the “Lender Approved Preliminary Plat”) and which will become final plat (the “Final Plat”). Borrower will not materially change the Lender Approved Preliminary Plat without the prior written approval of HuntingtonLender. HUNTINGTONUpon substantial completion of the Lots, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully record one or more Final Plats for the Mortgaged Property. Each Final Plat may contain land dedicated to Bernalillo County, New Mexico or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to a governmental entity, the Lender shall execute a partial release with regard to such land without charge. Lender further agrees to execute a partial release without charge with regard to Tract B-1, as such is shown and promptly pay when due described on the Indebtedness and shall completelyLender Approved Preliminary Plat. As used in this Agreement, faithfully and punctually perform all of the Obligations under term “Lot” means a lot shown on the terms and conditions Lender Approved Preliminary Plat. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot if an Event of Default Exists or would exist but for the Mortgage giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, the Release Price shall be void; otherwise it shall remain in full force and effect in law and equity foreverapplied to the outstanding principal balance of the Note.

Partial Releases. Borrower intends to replat the Mortgaged Property as generally shown on Exhibit B attached to this Agreement (the “Plan”). The number of lots and configuration of the Development on the preliminary plat will not significantly differ from the Plan. Prior to submission of the preliminary plat to the City, Borrower will submit the preliminary plat to Lender for review and approval (the “Lender Approved Preliminary Plat”), which approval will not be unreasonably withheld. Lender will have five (5) Business Days (defined below) from receipt of the preliminary to approve or reject the preliminary plat. If there is no Event Lender rejects the preliminary plat it will provide a detailed response to Borrower within the five (5) business day period describing the reasons for rejection. Lender will have five (5) business days from receipt to approve or reject any resubmitted preliminary plat. The Borrower shall then submit the Lender Approved Preliminary Plat to the City for approval. Borrower will not materially change the Lender Approved Preliminary Plat without the prior written approval of DefaultLender. Following approval of the plat by the City, Huntington the plat will become the final plat (the “Final Plat”). Borrower shall record the Final Plat in the real property records of Bernalillo County, New Mexico. From time to time, after the recording of the Final Plat until the Maturity Date (defined in the Note), upon request of Borrower, Lender shall release a tract to be conveyed to the May Department Stores Company (Xxxxxxxx'x) one or more lots from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract Mortgage and from the UCC Financing Statement as provided in this Agreement. A request for release (a “Request”) must identify the lot or lots to be released from identified by the mall Property; lot number on the recorded Final Plat (beach a “Lot”) and be made to Lender not less than five (5) Business Days prior to the size and location requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each commercial Lot is: 100% of the tract to be released is satisfactory net sales proceeds as defined herein. As used in all respects to Huntington; (c) a satisfactory survey and legal description this Agreement “100% of Net Sale Proceeds” means the purchase price for the tract to Lot less reasonable and customary costs of the sale (for example, commissions, title insurance premiums, legal fees) as documented by the settlement statement for the transaction approved by Lender. The Release Price for any residential Lot shall be released have been furnished to Huntington; $4,000,000.00 divided by the total number of residential lots on the Final Plat and (d) reciprocal easement rights (multiplied by the "Easement Rights") between the tract to number of lots being released. The Release Price must be released and the mall property have been created delivered to the satisfaction Lender in immediately available funds on the day of Huntingtonclosing. HUNTINGTON, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon Notwithstanding anything to the condition that if Borrower shall fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform all of the Obligations under the terms and conditions contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot if an Event of Default Exists or would exist but for the Mortgage giving of notice or the lapse of time. Unless an Event of Default exists beyond applicable cure periods, the Release Price shall be void; otherwise it applied to the outstanding principal balance of the Note. To the extent the Final Plat contains land to be dedicated, granted or conveyed to a homeowner’s association, public entity or quasi-public entity, Lender shall remain in full force and effect in law and equity foreverexecute a release with regard to such land without payment of a Release Price. Any such release must be requested at least five (5) Business Days prior to the requested release date.

Partial Releases. If there is Provided that no Event of DefaultDefault has occurred, Huntington shall release a tract Borrower may request in writing from time to be conveyed to the May Department Stores Company (Xxxxxxxx'x) from the operation of its Loan Documents without the payment of any release price, provided time that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained of the tract to Bonds be released from the mall Property; Bond Portfolio (beach a “Released Bond”). Upon receipt of Borrower’s request for a release and prior to the release being effectuated, Lender will test the Debt Service Coverage Ratio, in accordance with Section 5.18(c) below, to determine whether the size and location Bond Portfolio (exclusive of any Released Bond that is the subject of Borrower’s release request) then satisfies a Debt Service Coverage Ratio of not less than 1.1 to 1.0. If required by Lender, Borrower shall provide Lender with current financial statements to be used in calculating the Debt Service Coverage Ratio. If the remaining Bond Portfolio, exclusive of any Released Bond that is the subject of Borrower’s release request, then satisfies the required Debt Service Coverage Ratio, as determined by Lender in its sole discretion, Lender will grant the Borrower’s request for a release subject to Lender’s receipt of the tract Bond Release Price (as hereinafter defined). If the remaining Bond Portfolio, exclusive of any Released Bond that is the subject of Borrower’s release request, does not then satisfy the required Debt Service Coverage Ratio, as determined by Lender in its sole discretion, Lender shall have no obligation to grant Borrower’s request for a release unless and until Borrower deposits cash collateral with the Lender (to be released is satisfactory held in all respects the Cash Collateral Account) in an amount sufficient to Huntington; (c) cause the Bond Portfolio to meet the Debt Service Coverage Ratio, as determined by Lender in its sole discretion. If Borrower deposits cash collateral as required, then Lender will grant the Borrower’s request for a satisfactory survey and legal description for the tract release subject to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract to be released and the mall property have been created to the satisfaction of Huntington. HUNTINGTON, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due the Indebtedness and shall completely, faithfully and punctually perform all Lender’s receipt of the Obligations under Bond Release Price. With respect to Bonds other than those relating to Iona Lakes, Ashley Square and Bent Tree (as further identified on Schedule 2 attached hereto), the terms and conditions of the Loan Documents, then the Mortgage shall be void; otherwise it shall remain in full force and effect in law and equity forever.“

Partial Releases. If there is no Event From time to time, after the recording of Defaultthe Final Plats (defined below) in the real property records of Xxxxxxxx County, Huntington New Mexico until the Maturity Date (defined in the Note), Lender shall release a tract to be conveyed to the May Department Stores Company one or more Lots (Xxxxxxxx'xdefined below) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract to be released Mortgage and from the mall Property; UCC Financing Statement as provided in this Agreement. A request for release (ba “Request”) must identify the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract Lot or Lots to be released and the mall property have been created be made to Lender not less than five (5) Business Days prior to the satisfaction requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each thirty-five foot (35’) Lot shall be Thirty-Five Thousand Two Hundred Fifty and No/100 Dollars ($35,250.00) and the release price for each forty-five foot (45’) Lot shall be Forty-Eight Thousand Six Hundred Fifty and No/100 Dollars ($48,650.00). The Release Price must be delivered to the Lender in immediately available funds no later than 1:00 p.m. New Mexico time on the requested release date. In addition, Borrower has received approval for one or more preliminary plats for the Mortgaged Property from the City of HuntingtonRio Rancho (the “City”), which plats the Lender has previously reviewed and approved (the “Lender Approved Preliminary Plats”) and which will become final plats (the “Final Plats”). HUNTINGTONBorrower will not materially change the Lender Approved Preliminary Plats without the prior written approval of Lender. Upon substantial completion of the Lots, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due record one or more Final Plats for the Indebtedness and Mortgaged Property. Each Final Plat may contain land dedicated to the City or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to a governmental entity, the Lender shall completelyexecute a partial release with regard to such land without charge. As used in this Agreement, faithfully and punctually perform all of the Obligations under term “Lot” means a lot shown on the terms and conditions Lender Approved Preliminary Plats. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot if an Event of Default Exists or would exist but for the Mortgage giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, the Release Price shall be void; otherwise it shall remain in full force and effect in law and equity foreverapplied to the outstanding principal balance of the Note.

Partial Releases. If there is no Event From time to time, after the recording of Defaultthe Final Plats (defined below) in the real property records of Sxxxxxxx County, Huntington New Mexico until the Maturity Date (defined in the Note), Lender shall release a tract to be conveyed to the May Department Stores Company one or more Lots (Xxxxxxxx'xdefined below) from the operation of its Loan Documents without the payment of any release price, provided that the following conditions are satisfied to Huntington's satisfaction at no cost or expense to Huntington: (a) Huntington has received evidence that a validly created and approved lot split has been obtained lien of the tract to be released Mortgage and from the mall Property; UCC Financing Statement as provided in this Agreement. A request for release (ba “Request”) must identify the size and location of the tract to be released is satisfactory in all respects to Huntington; (c) a satisfactory survey and legal description for the tract to be released have been furnished to Huntington; and (d) reciprocal easement rights (the "Easement Rights") between the tract Lot or Lots to be released and the mall property have been created be made to Lender not less than five (5) Business Days prior to the satisfaction requested release date. A “Business Day” is any day in which the Lender is open for business. The release price (the “Release Price”) for each Lot shall be Thirty Seven Thousand Five Hundred and No/100 Dollars ($37,500.00). The Release Price must be delivered to the Lender in immediately available funds no later than 1:00 p.m. New Mexico time on the requested release date. In addition, Borrower has received approval for one or more preliminary plats for the Mortgaged Property from the City of HuntingtonRio Rancho (the “City”), which plats the Lender has previously reviewed and approved (the “Lender Approved Preliminary Plats”) and which will become final plats (the “Final Plats”). HUNTINGTONBorrower will not materially change the Lender Approved Preliminary Plats without the prior written approval of Lender. Upon substantial completion of the Lots, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS. PROVIDED, HOWEVER, that these presents are upon the condition that if Borrower shall fully and promptly pay when due record one or more final plats (the Indebtedness and “Final Plats”) for the Mortgaged Property. Each Final Plat may contain land dedicated to the City or other governmental entity. To the extent any Final Plat contains land dedicated, granted or conveyed to a governmental entity, the Lender shall completelyexecute a partial release with regard to such land without charge. As used in this Agreement, faithfully and punctually perform all of the Obligations under term “Lot” means a lot shown on the terms and conditions Lender Approved Preliminary Plats. Notwithstanding anything to the contrary contained in this Agreement or in any of the Loan Documents, then Lender shall not be required or obligated to release any Lot or any land to be dedicated to the Mortgage City of other governmental entity if an Event of Default Exists or would exist but for the giving of notice or the lapse of time. Unless an Event of Default exists or would exist but for the giving of notice of the passage of time, the Release Price shall be void; otherwise it shall remain in full force and effect in law and equity foreverapplied to the outstanding principal balance of the Note.