Common use of Spread Maintenance Premium Clause in Contracts

Spread Maintenance Premium. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS AGREEMENT, BORROWER HAS AGREED THAT BORROWER SHALL BE LIABLE FOR THE PAYMENT OF THE SPREAD MAINTENANCE PREMIUM TO THE EXTENT PROVIDED HEREIN. FURTHERMORE, BORROWER WAIVES ANY RIGHTS IT 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 SPREAD MAINTENANCE PREMIUM APPLICABLE THERETO. 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. 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.

Spread Maintenance Premium. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THATBorrower acknowledges that (a) Lender is making the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to the Stated Maturity Date, PURSUANT TO THE TERMS OF THIS AGREEMENTfor any reason whatsoever, BORROWER HAS AGREED THAT BORROWER SHALL BE LIABLE FOR THE PAYMENT OF THE SPREAD MAINTENANCE PREMIUM TO THE EXTENT PROVIDED HEREINwhether voluntary, as a result of Lender’s acceleration of the Loan after an Event of Default, by operation of law or otherwise, Lender will not receive all such interest and other benefits and may, in addition, incur costs. FURTHERMOREFor these reasons, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODEand to induce Lender to make the Loan, OR ANY SUCCESSOR STATUTEBorrower agrees that, 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 MORTGAGEexcept as expressly provided in Article 7 hereof, BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THEREWITH THE SPREAD MAINTENANCE PREMIUM APPLICABLE THERETO. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN EVIDENCED HEREBY IN RELIANCE ON THE FOREGOING AGREEMENTS AND WAIVERS OF BORROWERall prepayments, THAT LENDER WOULD NOT HAVE MADE THIS LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS OF BORROWERif any, AND THAT THE MAKING OF THE LOAN AT THE INTEREST RATE AND FOR THE TERMS SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATIONwhether voluntary or involuntary, GIVEN WEIGHT BY THE UNDERSIGNEDwill be accompanied by the Spread Maintenance Premium applicable thereto; provided, FOR SUCH AGREEMENTS AND WAIVERhowever, that the foregoing shall not be deemed to imply that the Loan may be voluntarily prepaid in any manner or under any circumstance other than as expressly set forth in this Agreement. 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 that: (Ai) it is a knowledgeable real estate developer and/or investor; (Bii) it fully understands the effect of the provisions of this Section 10.20, as well as the other provisions of the Loan Documents; (Ciii) 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 (Div) 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.

Spread Maintenance Premium. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THATBorrower acknowledges that (a) Lender is making the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to June 14, PURSUANT TO THE TERMS OF THIS AGREEMENT2008, BORROWER HAS AGREED THAT BORROWER SHALL BE LIABLE FOR THE PAYMENT OF THE SPREAD MAINTENANCE PREMIUM TO THE EXTENT PROVIDED HEREINfor any reason whatsoever, whether voluntary, as a result of Lender’s acceleration of the Loan after an Event of Default, by operation of law or otherwise, Lender will not receive all such interest and other benefits and may, in addition, incur costs. FURTHERMOREFor these reasons, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODEand to induce Lender to make the Loan, OR ANY SUCCESSOR STATUTEBorrower agrees that, 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 MORTGAGEexcept as expressly provided in Section 2.2.5, BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THEREWITH THE SPREAD MAINTENANCE PREMIUM APPLICABLE THERETO. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN EVIDENCED HEREBY IN RELIANCE ON THE FOREGOING AGREEMENTS AND WAIVERS OF BORROWERSection 2.3.2 and Section 2.3.4 of this Agreement, THAT LENDER WOULD NOT HAVE MADE THIS LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS OF BORROWERall prepayments, AND THAT THE MAKING OF THE LOAN AT THE INTEREST RATE AND FOR THE TERMS SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATIONif any, GIVEN WEIGHT BY THE UNDERSIGNEDwhether voluntary or involuntary, FOR SUCH AGREEMENTS AND WAIVERwill be accompanied 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.

Spread Maintenance Premium. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THATBorrower acknowledges that (a) Lender is making the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to June 14, PURSUANT TO THE TERMS OF THIS AGREEMENT2008, BORROWER HAS AGREED THAT BORROWER SHALL BE LIABLE FOR THE PAYMENT OF THE SPREAD MAINTENANCE PREMIUM TO THE EXTENT PROVIDED HEREINfor any reason whatsoever, whether voluntary, as a result of Lender’s acceleration of the Loan after an Event of Default, by operation of law or otherwise, Lender will not receive all such interest and other benefits and may, in addition, incur costs. FURTHERMOREFor these reasons, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODEand to induce Lender to make the Loan, OR ANY SUCCESSOR STATUTEBorrower agrees that, 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 MORTGAGEexcept as expressly provided in Section 2.2.5, BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THEREWITH THE SPREAD MAINTENANCE PREMIUM APPLICABLE THERETO. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN EVIDENCED HEREBY IN RELIANCE ON THE FOREGOING AGREEMENTS AND WAIVERS OF BORROWERSection 2.3.2, THAT LENDER WOULD NOT HAVE MADE THIS LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS OF BORROWERSection 2.3.4 and Section 7.4.2 of this Agreement, AND THAT THE MAKING OF THE LOAN AT THE INTEREST RATE AND FOR THE TERMS SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATIONall prepayments, GIVEN WEIGHT BY THE UNDERSIGNEDif any, FOR SUCH AGREEMENTS AND WAIVERwhether voluntary or involuntary, will be accompanied 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.

Spread Maintenance Premium. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THATBorrowers acknowledge that (a) Lender is making the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of Principal are made to Lender prior to the Spread Maintenance Date, PURSUANT TO THE TERMS OF THIS AGREEMENTfor any reason whatsoever, BORROWER HAS AGREED THAT BORROWER SHALL BE LIABLE FOR THE PAYMENT OF THE SPREAD MAINTENANCE PREMIUM TO THE EXTENT PROVIDED HEREINwhether voluntary, as a result of Lender's acceleration of the Loan after an Event of Default, by operation of law or otherwise, Lender will not receive all such interest and other benefits and may, in addition, incur costs. FURTHERMOREFor these reasons, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODEand to induce Lender to make the Loan, OR ANY SUCCESSOR STATUTEeach Borrower agrees that, 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 MORTGAGEexcept as expressly provided in Article 7 hereof, BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY THEREWITH THE SPREAD MAINTENANCE PREMIUM APPLICABLE THERETO. BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN EVIDENCED HEREBY IN RELIANCE ON THE FOREGOING AGREEMENTS AND WAIVERS OF BORROWERall prepayments, THAT LENDER WOULD NOT HAVE MADE THIS LOAN WITHOUT SUCH AGREEMENTS AND WAIVERS OF BORROWERif any, AND THAT THE MAKING OF THE LOAN AT THE INTEREST RATE AND FOR THE TERMS SET FORTH HEREIN CONSTITUTES ADEQUATE CONSIDERATIONwhether voluntary or involuntary, GIVEN WEIGHT BY THE UNDERSIGNEDmade prior to the Spread Maintenance Date will be accompanied by the Spread Maintenance Premium applicable thereto; provided, FOR SUCH AGREEMENTS AND WAIVERhowever, that the foregoing shall not be deemed to imply that the Loan may be voluntarily prepaid in any manner or under any circumstance other than as expressly set forth in this Agreement. Such Spread Maintenance Premium shall be required whether payment is made by Borrowerone or more Borrowers, by a Person on behalf of Borrowerone or more Borrowers, or by the purchaser at any foreclosure sale, and may be included in any bid by Lender at such sale. Each Borrower further acknowledges that that: (Ai) it is a knowledgeable real estate developer and/or investor; (Bii) it fully understands the effect of the provisions of this Section 10.20, as well as the other provisions of the Loan Documents; (Ciii) 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 Borrowers' obligation to pay a Spread Maintenance Premium (if required); and (Div) Lender would not make the Loan on the terms set forth herein without the inclusion of such provisions. Each 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.