Prepayment Waivers. Borrower acknowledges that the inclusion of the waiver of prepayment rights and agreement to pay the Spread Maintenance Premium, as applicable herein, was separately negotiated with Agent, that the economic value of the various elements of this waiver and agreement were discussed and that the consideration given by Borrower for the Loan was adjusted to reflect the specific waiver and agreement negotiated between Borrower, Agent and Lenders and contained herein.
Prepayment Waivers. XXXXXXXX ACKNOWLEDGES AND AGREES THAT XXXXXXXX HAS NO RIGHT TO PREPAY THIS NOTE EXCEPT AS PROVIDED IN THIS SECTION 5. BORROWER FURTHER ACKNOWLEDGES AND AGREES THAT IF THE MATURITY DATE IS ACCELERATED BY LENDER PURSUANT TO THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, A JUNIOR LIEN LENDER OF THE PROPERTY), AND BORROWER OR ANY THIRD PERSON THEREAFTER SEEKS TO PAY OFF SUCH ACCELERATED INDEBTEDNESS OR PURCHASE THE PROPERTY AT A FORECLOSURE SALE (WHETHER JUDICIAL OR NON-JUDICIAL), SUCH PAYOFF OR PURCHASE SHALL CONSTITUTE A PREPAYMENT HEREUNDER AND THE PREPAYMENT PREMIUM SET FORTH ABOVE SHALL BE DUE IN THE EVENT PREPAYMENT OCCURS. BY INITIALING BELOW, XXXXXXXX SPECIFICALLY ACKNOWLEDGES AND AGREES THAT BORROWER SHALL PAY THE PREPAYMENT PREMIUM, EVEN IN THE CASE WHERE XXXXXX HAS ACCELERATED THE MATURITY DATE PURSUANT TO THE LOAN DOCUMENTS; THAT THE CALCULATION OF THE PREPAYMENT PREMIUM IS FAIR AND REASONABLE TO COMPENSATE LENDER FOR THE LOSS WHICH LENDER MAY INCUR AS A RESULT OF PREPAYMENT OF THIS NOTE; THAT BORROWER WAIVES ANY RIGHT BORROWER MAY HAVE OR CLAIM TO HAVE UNDER NEW YORK LAW; AND THAT XXXXXX HAS MADE THE LOAN EVIDENCED BY THIS NOTE IN RELIANCE ON THE AGREEMENTS AND WAIVERS OF BORROWER IN THIS SECTION AND LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS. BORROWER’S INITIALS: [●]
Prepayment Waivers. Borrower expressly waives any right to prepay the indebtedness evidenced hereby, except as specifically provided in Section 7 above. Therefore, if the maturity of this Note is accelerated by reason of any Event of Default, Bxxxxxxx recognizes and agrees that any prepayment of the indebtedness evidenced hereby resulting from such default (including without limitation, prepayments resulting from foreclosure and sale, sale under a power of sale, and any redemption following foreclosure of the Mortgages) shall constitute a breach of the restrictions on prepayment set forth herein and will result in damages to Holder due to Holder’s failure to receive the benefit of its investment as contracted for in this Note. Further, Bxxxxxxx recognizes that it is extremely difficult and impractical to ascertain the extent of such damages. Accordingly, in the event the maturity of this Note is accelerated by reason of any Event of Default, Bxxxxxxx agrees to pay to the Holder, in addition to all other amounts due, the prepayment premium described above. Borrower agrees that the prepayment premium represents the reasonable estimate of Hxxxxx and Borrower of a fair average compensation for the loss that may be sustained by Holder due to the prepayment of any of the principal balance prior to the Maturity Date; the prepayment premium shall be paid without prejudice to the right of Holder to collect any other amounts provided for in the other Loan Documents; and Holder shall not be obligated to actually reinvest the prepayment amount in any Treasury or other specific obligations as a condition to receiving the prepayment premium. Borrower expressly waives any right it may have under applicable law to prepay this Note, in whole or in part, without prepayment charge, upon acceleration of the maturity of this Note, and agrees that if for any reason a prepayment of any or all of the indebtedness evidenced by this Note is made, whether voluntarily or upon or following any acceleration of the maturity of this Note by Holder, except as set forth in Section 7(c)(2)(ii) above, then Borrower shall pay the prepayment premium calculated pursuant to Section 7 above. By initialing this provision in the space provided below, Borrower hereby declares that the Holder’s agreement to make the Loan at the interest rate and for the term set forth herein constitutes adequate consideration, given individual weight by Borrower, for this waiver and agreement. Borrower’s Initials
