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<br />(xii) the payment of any commission, charge or brokerage fee to anyone which may be
<br />payable in connection with the funding of the loan evidenced by the Note and secured by this Security
<br />Instrument; or
<br />(xiii) any falsity, misrepresentation or failure to disclose a material fact made by Borrower
<br />in this Security Instrument, the Other Loan Documents, or any documents or information provided pursuant
<br />to Section 3.13 hereof; or
<br />(xiv) a default under Section 3.19 hereof (including Losses incurred in correcting any
<br />prohibited transaction or in the sale of a prohibited loan and in obtaining any individual prohibited transaction
<br />exemption under ERISA that may be required, in Lender's sole discretion).
<br />(b) Any amounts payable to Lender by reason of the application of this Section 10.1 shall
<br />become immediately due and payable and shall bear interest at the Default Rate from the date loss or
<br />damage is sustained by Lender until paid.
<br />(c) For purposes of this Article 10, the term "Indemnified Party" singularly and "Indemnified
<br />Parties" collectively means Lender and any person or entity who is or will have been involved in the
<br />origination or servicing of the loan secured by this Security Instrument; any person or entity in whose name
<br />the encumbrance created by this Security Instrument is orwill have been recorded; persons and entities who
<br />may hold or acquire or will have held a full or partial interest in the loan secured by this Security Instrument
<br />(including, but not limited to Investors or prospective Investors in the Securities, as well as custodians,
<br />trustees and other fiduciaries who hold or have held a full or partial interest in this loan for the benefit of third
<br />parties); and all directors, officers, shareholders, members, partners, employees, agents, representatives,
<br />contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of
<br />the foregoing (including, but not limited to, any other person or entity who holds or acquires or will have held
<br />a participation or other full or partial interest in the loan secured by this Security Instrument or in the
<br />Property, whether during the term of this loan or as a part of or following a foreclosure thereof and including,
<br />but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of
<br />Lender's assets and business).
<br />Section 10.2 Mortgage and /or Intangible Tax. Borrower shall, at its sole cost and expense,
<br />protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all
<br />Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly
<br />arising out of or in any way relating to any tax on the making and /or recording of this Security Instrument,
<br />the Note or any of the Other Loan Documents or in connection with a transfer of all or a portion of the
<br />Property pursuant to a foreclosure, deed in lieu of foreclosure or otherwise.
<br />Section 10.3 Duty to Defend; Legal Fees and Other Fees and Expenses. Upon written request
<br />by any Indemnified Party, Borrower shall defend such Indemnified Party (if requested by any Indemnified
<br />Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the
<br />Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute
<br />discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option
<br />of Indemnified Parties, their attorneys shall control the resolution of claim or proceeding. Upon demand,
<br />Borrower shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the
<br />Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers,
<br />environmental consultants, laboratories and other professionals in connection therewith.
<br />Section 10.4 Survival. The obligations arising under this Article 10 shall in no way be impaired
<br />by: any payment in full of the Debt or satisfaction or other termination of this Security Instrument; any
<br />assignment or other transfer of all or any portion of Lender's interest in this Security Instrument or in the
<br />Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee); any
<br />exercise of Lender's or Trustee's rights and remedies pursuant hereto including, but not limited to
<br />GMACCM SLP — DOT (8/98) 30 ATLd Isle, 81845A
<br />( ) Grand Isle, Nebraska
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