SUCH NOTICE MAY BE REVOKED UP TO TEN (10) DAYS
PRIOR TO THE PREPAYMENT DATE PROVIDED BORROWER PAYS TO LENDER ALL ACTUAL
OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY LENDER IN CONNECTION WITH THE
PREPAYMENT NOTICE;
(B)
BORROWER SHALL PAY TO LENDER, SIMULTANEOUSLY
WITH SUCH PREPAYMENT, (I) ALL ACCRUED AND UNPAID INTEREST CALCULATED AT THE
INTEREST RATE ON THE AMOUNT OF PRINCIPAL BEING PREPAID THROUGH AND INCLUDING THE
PREPAYMENT DATE TOGETHER WITH AN AMOUNT EQUAL TO THE INTEREST THAT WOULD HAVE
ACCRUED AT THE INTEREST RATE ON THE AMOUNT OF PRINCIPAL BEING PREPAID THROUGH
THE END OF THE INTEREST PERIOD IN WHICH SUCH PREPAYMENT OCCURS NOTWITHSTANDING
THAT SUCH INTEREST PERIOD EXTENDS BEYOND THE DATE OF PREPAYMENT (THE "INTEREST
SHORTFALL"), (II) IF SUCH PREPAYMENT OCCURS PRIOR TO JUNE 14, 2008, THE SPREAD
MAINTENANCE PREMIUM; (III)
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BREAKAGE COSTS; AND (IV) ALL OTHER SUMS THEN DUE UNDER THIS AGREEMENT, THE NOTE
OR THE OTHER LOAN DOCUMENTS;
(C)
MEZZANINE BORROWER SHALL HAVE
SIMULTANEOUSLY WITH SUCH PREPAYMENT MADE A PRO RATA PREPAYMENT OF THE MEZZANINE
LOAN; AND
(D)
IF A PREPAYMENT NOTICE IS GIVEN BY BORROWER
TO LENDER PURSUANT TO THIS SECTION 2.3.4, THE AMOUNT DESIGNATED FOR PREPAYMENT
AND ALL OTHER SUMS REQUIRED UNDER THIS SECTION 2.3.4 SHALL BE DUE AND PAYABLE ON
THE PREPAYMENT DATE UNLESS THE APPLICABLE PREPAYMENT NOTICE HAS BEEN REVOKED IN
ACCORDANCE WITH THIS SECTION 2.3.4.
2.4
RELEASE OF PROPERTY.
2.4.1
PARTIAL RELEASE.
PROVIDED NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BORROWER SHALL HAVE THE RIGHT TO OBTAIN A RELEASE
(AN "OUT-PARCEL RELEASE") OF THE OUT-PARCEL FROM THE LIEN OF THE MORTGAGE UPON
COMPLIANCE WITH (OR WAIVER BY LENDER OF) THE FOLLOWING TERMS AND CONDITIONS:
(A)
BORROWER SHALL GIVE LENDER AT LEAST THIRTY
(30) DAYS, BUT NO MORE THAN NINETY (90) DAYS, PRIOR WRITTEN NOTICE OF ITS
REQUEST TO OBTAIN AN OUT-PARCEL RELEASE;
(B)
BORROWER SHALL PREPAY THE LOAN IN ACCORDANCE
WITH SECTION 2.3.4 ON A PRO-RATA BASIS WITH THE MEZZANINE LOAN, SUCH THAT THE
AGGREGATE PRINCIPAL BALANCE OF THE LOAN AND THE MEZZANINE LOAN FOLLOWING THE
OUT-PARCEL RELEASE IS LESS THAN SEVENTY-FIVE PERCENT (75%) OF THE VALUE OF THE
REMAINING PROPERTY, AS DETERMINED BY LENDER IN ITS REASONABLE DISCRETION.
IN
CONNECTION WITH ANY SUCH DETERMINATION, LENDER SHALL HAVE THE RIGHT TO REQUIRE
BORROWER TO DELIVER AT BORROWER'S OWN COST, AN UPDATED APPRAISAL OF THE
REMAINING PROPERTY IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER;
(C)
THE PRO FORMA DEBT SERVICE COVERAGE RATIO
FOR THE PROPERTY FOLLOWING THE OUT-PARCEL RELEASE SHALL BE GREATER THAN
1.20:1.00 (AFTER GIVING EFFECT TO ANY PREPAYMENTS MADE PURSUANT TO SECTION
2.4.1(B) HEREOF);
(D)
BORROWER SHALL PROVIDE EVIDENCE REASONABLY
ACCEPTABLE TO A PRUDENT MORTGAGE LOAN LENDER THAT UPON AN OUT-PARCEL RELEASE (I)
THE BALANCE OF THE PROPERTY SHALL CONTINUE TO BE SUBJECT TO THE LIEN OF THE
MORTGAGE, (II) INGRESS AND EGRESS TO AND FROM THE PORTION OF THE PROPERTY
REMAINING SUBJECT TO THE LIEN OF THE MORTGAGE WILL NOT BE TERMINATED OR
RESTRICTED AS A RESULT OF THE OUT-PARCEL RELEASE, (III) THE OUT-PARCEL RELEASE