CONNECTION WITH THE OUT-PARCEL RELEASE PURSUANT TO SECTION
2.4.1(B) HEREOF, IN PART, UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
EXCEPT WITH RESPECT TO A PARTIAL PREPAYMENT OF THE LOAN IN
CONNECTION WITH THE OUT-PARCEL RELEASE, BORROWER SHALL PROVIDE PRIOR WRITTEN
NOTICE (THE "PREPAYMENT NOTICE") TO LENDER SPECIFYING THE DATE (THE "PREPAYMENT
DATE") UPON WHICH THE PREPAYMENT IS TO BE MADE, WHICH NOTICE SHALL BE DELIVERED
TO LENDER NOT LESS THAN THIRTY (30) DAYS PRIOR TO SUCH PAYMENT; PROVIDED,
HOWEVER, THAT 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) BREAKAGE COSTS; AND (IV) ALL OTHER SUMS THEN DUE
UNDER THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS;
(C)
MORTGAGE BORROWER SHALL HAVE SIMULTANEOUSLY WITH SUCH PREPAYMENT
MADE A PRO RATA PREPAYMENT OF THE MORTGAGE LOAN;
(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DATE UNLESS THE APPLICABLE PREPAYMENT NOTICE HAS BEEN REVOKED IN ACCORDANCE WITH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; AND
(E)
SUCH PREPAYMENT SHALL NOT BE PROHIBITED PURSUANT TO THE MORTGAGE
LOAN DOCUMENTS.
27
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 CAUSE MORTGAGE BORROWER 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 MORTGAGE LOAN, SUCH THAT THE AGGREGATE PRINCIPAL BALANCE
OF THE LOAN AND THE MORTGAGE 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