BY THE SPREAD MAINTENANCE PREMIUM.
SUCH SPREAD
MAINTENANCE PREMIUM SHALL BE REQUIRED WHETHER PAYMENT IS MADE 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 SPREAD
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 SPREAD 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.
10.21
ASSIGNMENT.
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 IN
INTEREST SHALL THEREAFTER STAND IN THE PLACE OF LENDER.
BORROWER MAY NOT ASSIGN
ITS RIGHTS, TITLE, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT OR UNDER ANY OF
THE LOAN DOCUMENTS.
10.22
BORROWER'S DESIGNEE.
BORROWER HEREBY AUTHORIZES, DESIGNATES AND
DIRECTS BORROWER'S DESIGNEE TO GIVE LENDER DIRECTIONS OF ANY KIND, TO TAKE THE
ACTIONS OR MAKE SUCH DELIVERIES SPECIFIED HEREIN TO BE TAKEN OR DELIVERED BY
BORROWER'S DESIGNEE (INCLUDING UNDER SECTIONS 5.11, 6.3 AND 9.1, AND INCLUDING
WITH RESPECT TO ANY REQUISITIONS FROM ANY RESERVE ACCOUNTS UNDER ARTICLE 3) AND
TO GIVE AND RECEIVE NOTICES OF ANY KIND ON BEHALF OF BORROWER UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
ANY NOTICE GIVEN BY LENDER TO
BORROWER'S DESIGNEE SHALL BE DEEMED TO HAVE BEEN GIVEN TO EACH AND EVERY
BORROWER.
10.23
INTENTIONALLY OMITTED.
10.24
SET-OFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF LENDER PROVIDED
BY THIS AGREEMENT AND BY LAW, LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE
TO BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY BORROWER TO THE EXTENT
PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY
BORROWER HEREUNDER (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST
91
SUCH AMOUNT ANY AND ALL DEPOSITS (GENERAL OR