by Borrower, by a Person on behalf of Borrower, or by
the purchaser at any foreclosure sale, and may be included in any bid by Lender
at such sale. Borrower further acknowledges that (A) it is a knowledgeable real
estate developer and/or investor; (B) it fully understands the effect of the
provisions of this Section 10.20, as well as the other provisions of the Loan
Documents; (C) the making of the Loan by Lender at the Interest Rate and other
terms set forth in the Loan Documents are sufficient consideration for
Borrower's obligation to pay a Yield Maintenance Premium (if required); and
(D) Lender would not make the Loan on the terms set forth herein without the
inclusion of such provisions. Borrower also acknowledges that the provisions of
this Agreement limiting the right of prepayment and providing for the payment of
the Yield Maintenance Premium and other charges specified herein were
independently negotiated and bargained for, and constitute a specific material
part of the consideration given by Borrower to Lender for the making of the Loan
except as expressly permitted hereunder. BORROWER EXPRESSLY ACKNOWLEDGES AND
UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS AGREEMENT, BORROWER HAS AGREED
THAT IT DOES NOT HAVE THE RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART WITHOUT
PREMIUM EXCEPT AS OTHERWISE PROVIDED HEREIN, AND THAT BORROWER SHALL BE LIABLE
FOR THE PAYMENT OF THE PREPAYMENT PREMIUM OR YIELD MAINTENANCE PREMIUM, AS
APPLICABLE AND TO THE EXTENT PROVIDED HEREIN IF BORROWER PREPAYS THE LOAN
FOLLOWING THE OCCURRENCE OF AN ACCELERATION OF THE LOAN. FURTHERMORE, BORROWER
WAIVES ANY RIGHTS THEY MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL
CODE, OR ANY SUCCESSOR STATUTE, AND BORROWER AGREES THAT IF A PREPAYMENT OF ANY
OR ALL OF THIS AGREEMENT IS MADE FOLLOWING ANY ACCELERATION OF THE MATURITY DATE
BY LENDER ON ACCOUNT OF ANY TRANSFER OR DISPOSITION PROHIBITED OR RESTRICTED
HEREIN OR BY THE MORTGAGE, BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY
THEREWITH THE PREPAYMENT PREMIUM OR YIELD MAINTENANCE PREMIUM, IF ANY. BORROWER
EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN EVIDENCED
HEREBY IN RELIANCE ON THE FOREGOING AGREEMENTS AND WAIVERS OF BORROWER, THAT
LENDER WOULD NOT HAVE MADE THIS LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS OF
BORROWER, AND THAT THE MAKING OF THE LOAN AT THE INTEREST RATE AND FOR THE TERMS
SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATION, GIVEN WEIGHT BY THE
UNDERSIGNED, FOR SUCH AGREEMENTS AND WAIVER.
Section 10.21 Assignment
95
. The Loan, the Note, the Loan Documents and/or Lender's rights, title,
obligations and interests therein may be assigned by Lender and any of its
successors and assigns to any Person at any time in its discretion, in whole or
in part, whether by operation of law (pursuant to a merger or other successor in
interest) or otherwise. Upon such assignment, all references to Lender in this
Agreement and in any Loan Document shall be deemed to refer to such assignee or
successor in interest and such assignee or successor