Common use of Prepayment; Defeasance Clause in Contracts

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx wishes to have the Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any Payment Date occurring on or after the Lockout Expiration Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Optional Prepayment Date”). In the event that Xxxxxxxx Maker wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Optional Prepayment Date, Borrower’s Maker's sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d1.7(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any of the three (3) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any of the three (3) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date, the aforesaid prior written notice has not been timely received by LenderPayee, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ ' interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring last three (3) Payment Dates occurring immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx Maker wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument (as hereinafter defined) prior to the Lockout Expiration last three (3) Payment Dates occurring immediately prior to the Maturity Date, BorrowerMaker’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any Payment Date occurring on or after the Lockout Expiration last three (3) Payment Dates occurring immediately prior to the Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration last three (3) Payment Dates occurring immediately prior to the Maturity Date, the aforesaid prior written notice has not been timely received by LenderPayee, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), Borrower’s 's sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d1.05(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any Payment Date occurring on or after within three (3) months prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any a Payment Date occurring on or after during the Lockout Expiration three (3) months prior to the Maturity Date, the aforesaid prior written notice has not been timely received by LenderXxxxxx, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ ' interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurred. Notwithstanding the foregoing, in the event that Borrower makes a prepayment in accordance with this Section on a date other than a Payment Date such prepayment must include all interest through and including the following Payment Date. Prepayments of this Note shall not be permitted, except for partial or whole prepayments resulting from Xxxxxx's election to apply insurance or condemnation proceeds to reduce the outstanding principal balance of this Note as provided in the Security Instrument, in which event no prepayment fee or premium shall be due unless, at the time of either Xxxxxx's receipt of such proceeds or the application of such proceeds to the outstanding principal balance of this Note, an Event of Default, or an event which, with notice or the passage of time, or both, would constitute an Event of Default, shall have occurred, which default or Event of Default is unrelated to the applicable casualty or condemnation, in which event the applicable prepayment fee or premium shall be due and payable based upon the amount of the prepayment. No notice of prepayment shall be required under the circumstances specified in the preceding sentence. No principal amount repaid may be reborrowed. Any such partial prepayments of principal shall be applied to the unpaid principal balance evidenced hereby but such application shall not reduce the amount of the fixed monthly installments required to be paid pursuant to Section 1.02 above except as otherwise provided in the Security Instrument. Except as otherwise expressly provided in this Section 1.05(b), the prepayment fees provided in the immediate following paragraph shall be due, to the extent permitted by applicable law, under any and all circumstances where all or any portion of this Note is paid prior to the Maturity Date, whether such prepayment is voluntary or involuntary, including, without limitation, if such prepayment results from Lender's exercise of its rights upon Borrower's default and acceleration of the Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. No tender of a prepayment of this Note with respect to which a prepayment fee is ue shall be effective unless such prepayment is accompanied by the applicable prepayment fee.

Prepayment; Defeasance. (a) This B Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx Maker wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), Borrower’s Maker's sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof, provided, however, that any Defeasance under this B Note must occur simultaneously with the Defeasance of the A Note. This B Note may be prepaid in whole but not in part without premium or penalty on any either of the two (2) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any either of the two (2) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date, the aforesaid prior written notice has not been timely received by LenderPayee, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ ' interest computed at the Note Rate on the outstanding principal balance of this B Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this B Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this B Note as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx Bxxxxxxx wishes to have the Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any Payment Date occurring on or after the Lockout Expiration Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx Maker wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), BorrowerMaker’s sole sale option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(dl.5(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any either of the three (3) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any either of the three (3) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date, the aforesaid prior written notice has not been timely received by LenderPayee, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three four (34) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx wishes to have the Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any Payment Date occurring on or after the Lockout Expiration Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three two (32) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx Bxxxxxxx wishes to have the Property (as hereinafter defineddefined in the Security Instrument) released from the lien of the Security Instrument (as hereinafter defined) prior to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Notwithstanding anything contained in this Note or any of the other Loan Documents to the contrary, this Note may be prepaid in whole but not in part without premium or penalty on any Payment Date (subject to the proviso below) occurring on or from and after the Lockout Expiration Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents; provided, however, that if such prepayment is received on a day that is not a Payment Date, Borrower shall pay interest on the outstanding principal balance hereof immediately preceding such prepayment at the Note Rate for a period from the date of such payment through and including the tenth (10th) day of either (x) the month in which the prepayment occurs if such payment is made prior to the 11th day of such month, and (y) the immediately succeeding month in which the prepayment occurs if such payment is made after the 11th day of such month. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d1.05(d) hereof. This Note may be prepaid in whole but not in part without premium or penalty on any either of the last two (2) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any either of the last two (2) Payment Date occurring on or after Dates immediately prior to the Lockout Expiration Maturity Date, the aforesaid prior written notice has not been timely received by LenderXxxxxx, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurredoccurred .

Prepayment; Defeasance. (a) This Note The Loan may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prepaid until 24 months prior to the maturity date (such time period being the “Permitted Prepayment Period”). Any prepayment during the Permitted Prepayment Period shall be accompanied by interest through the end of the applicable interest accrual period. In addition, after the earlier of two years after the date on which the entire Loan (including any subordinated interest therein) has been securitized or three years after the closing of the Loan (such two- or three-year period, as the case may be, the “Defeasance Lockout Period”), Borrower may defease the Loan by delivering non-callable U.S. securities backed by the full faith and credit of the U.S. government which provide for payments on or before (but as close as possible to) the remaining Payment Dates in amounts equal to scheduled debt service on the Loan up to the first Payment Date occurring three (3) Payment Dates immediately in the Permitted Prepayment Period, including the balloon payment on the earliest permitted prepayment date. Borrower will be responsible for all actual and documented reasonable costs and expenses incurred in connection with such defeasance and will designate the defeasance borrower, subject to customary requirements to be set forth in the loan documents. If all or any portion of Loan principal is repaid prior to the Maturity Permitted Prepayment Period following an acceleration of the Loan, a yield maintenance premium (based on Treasuries flat) in respect of payments due through the first Payment Date (in the “Lockout Expiration Date”)Permitted Prepayment Period, but in no event shall such premium be less than 2% of the prepaid principal balance shall be due and payable. In the event that Xxxxxxxx wishes to have the Property (as hereinafter defined) released RELEASE OPTION: Borrower may release one or more properties from the lien Loan after the expiration of the Security Instrument prior Defeasance Lockout Period, subject to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(dOption A or Option B below, Lender agreeing that Option B shall apply, unless the rating agencies determine that Option B will have a “credit negative” effect in the securitization of the Loan, in which case Option A shall apply: OPTION A: (a) hereof. This Note may an arm’s length sale to an unaffiliated third party, (b) payment of a release price equal to the greater of (x) 125% of the applicable allocated loan amount (specified at closing) for such property (except that for 3800 Buffalo Speedway, One Greenway Plaza and Two Greenway Plaza, such percentage shall be prepaid in whole but not in part without premium 105%) and (y) 80% of net sales proceed for such property and (c) aggregate portfolio DSCR after giving effect to such release is equal to or penalty on any Payment Date occurring on or after greater than the Lockout Expiration Date provided greater of (ix) written notice aggregate portfolio DSCR as of such prepayment is received by Lender not more than ninety the closing date and (90y) days and not less than thirty (30) days aggregate portfolio DSCR immediately prior to such release; provided, however, notwithstanding the date foregoing, Borrower shall not be permitted to release the Central Plant, The Hub “Food Hall”, any Parking Garages that would be necessary for the remaining subject collateral, or Greenway Five; or OPTION B: (a) an arm’s length sale to an unaffiliated third party, (b) defeasance of Loan principal equal to the greater of (x) 115% of the applicable allocated loan amount (specified at closing) for such prepaymentproperty (except that for 3800 Buffalo Speedway, One Greenway Plaza and Two Greenway Plaza, such percentage shall be 105%), and (iiy) 80% of net sales proceed for such prepayment property and (c) aggregate portfolio DSCR after giving effect to such release is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to or greater than the greater of (x) aggregate portfolio DSCR as of the closing date and (y) the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid aggregate portfolio DSCR immediately prior to such release and (ii) interest computed at 110% of the Note Rate on aggregate portfolio DSCR as of the outstanding principal balance of this Note so prepaid closing date; provided, however, notwithstanding the foregoing, Borrower shall not be permitted to release the Central Plant, The Hub “Food Hall”, any Parking Garages that would have been payable be necessary for the period fromremaining subject collateral, and or Greenway Five. All such releases shall be subject to the satisfaction of Lender’s standard release requirements to be specified in the loan documents, including, but not limited to, the date delivery of prepayment through an endorsement to the Maturity Datetitle policy and updated survey, as though the creation of separate tax parcels, continued zoning compliance, the amendment of any applicable REA, payment of the lender’s reasonably incurred out of pocket costs and expenses (including reasonable attorneys’ fees and costs), and, if the Loan has been securitized, the delivery of an acceptable REMIC opinion and satisfaction of the applicable REMIC LTV test, but no such prepayment had standard release requirement not occurredspecified in this paragraph shall impose any material burden or expense on Borrower or any of its affiliates.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided hereinherein or in the other Loan Documents), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), Borrower’s Xxxxxxxx's sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(dSubsection 1.05(c) hereof. This Notwithstanding anything contained herein to the contrary, this Note may be prepaid in whole but not in part part, without premium or penalty on any Payment Date occurring on or after the Lockout Expiration date which is within three (3) months prior to the Maturity Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the anticipated date of such prepaymentprepayment (and Lender does not receive a written rescission of such notice from Borrower), and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, provided however that if such prepayment occurs on any day other than a scheduled Payment Date, then such prepayment shall be accompanied by all interest that would have accrued hereunder until the next scheduled Payment Date (or until the Maturity Date, if there is no scheduled Payment Date remaining) as if such prepayment had not occurred. If, upon any such permitted prepayment on any Payment Date occurring on or after within the Lockout Expiration three (3) months prior to the Maturity Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee in an amount equal to the lesser of (i) thirty (30) days’ ' interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this Note as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three two (32) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”). In the event that Xxxxxxxx wishes to have the Property (as hereinafter defineddefined in the Security Instrument) released from the lien of the Security Instrument (as hereinafter defined) prior to the Lockout Expiration Date, Borrower’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof. This Notwithstanding anything contained in this Note or any of the other Loan Documents to the contrary, this Note may be prepaid in whole but not in part without premium or penalty on any Payment Date (subject to the proviso below) occurring on or from and after the Lockout Expiration Date provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents; provided, however, that if such prepayment is received on a day that is not a Payment Date, Borrower shall pay interest on the outstanding principal balance hereof immediately preceding such prepayment at the Note Rate for a period from the date of such payment through and including the tenth (10th) day of either (x) the month in which the prepayment occurs if such payment is made prior to the 11th day of such month, and (y) the immediately succeeding month in which the prepayment occurs if such payment is made after the 11th day of such month. If, upon any such permitted prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, as though such prepayment had not occurred.

Prepayment; Defeasance. (a) This B Note may not be prepaid, in whole or in part (except as otherwise specifically provided herein), at any time prior to the Payment Date occurring three (3) Payment Dates immediately prior to the Maturity Date (the “Lockout Expiration Date”)time. In the event that Xxxxxxxx Maker wishes to have the Security Property (as hereinafter defined) released from the lien of the Security Instrument prior to the Lockout Expiration Date(as hereinafter defined), BorrowerMaker’s sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms and conditions set forth in Section 1.5(d) hereof, provided, however, that any Defeasance under this B Note must occur simultaneously with the Defeasance of the A Note. This B Note may be prepaid in whole but not in part without premium or penalty on any either of the two (2) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date provided (i) written notice of such prepayment is received by Lender Payee not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on any either of the two (2) Payment Date Dates occurring on or after immediately prior to the Lockout Expiration Maturity Date, the aforesaid prior written notice has not been timely received by LenderPayee, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days’ interest computed at the Note Rate on the outstanding principal balance of this B Note so prepaid and (ii) interest computed at the Note Rate on the outstanding principal balance of this B Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date, Date of this B Note as though such prepayment had not occurred.