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<br />default hereunder, each such transfer shall be subject to Borrower's rights hereunder. Upon notification of
<br />any such transfer, Borrower agrees to make all payments required under this Security Instrument to the
<br />designated transferee without asserting any defense, setoff, recoupment, claim or counterclaim which
<br />Borrower may have against Lender.
<br />(b) If Lender, or any successor to Lender's interest, determines to undertake any action
<br />contemplated by subsection (a) above, Borrower acknowledges that Lender may forward to each
<br />prospective purchaser, transferee, assignee, servicer, participant, investor or their respective successors
<br />(collectively, "Investor ") or any agency rating the Securities, all documents and information which Lender
<br />now has or may hereafter acquire relating to this Security Instrument and the loan secured hereby,
<br />(including personal financial statement of Borrower or any Guarantor or Indemnitor), as Lender determines
<br />necessary or desirable. Borrower's execution of this Security Instrument shall be deemed Borrower's written
<br />consent to Lender's furnishing of such information, but, if requested by Lender, Borrower agrees to confirm
<br />such consent to writing to Lender. Borrower further agrees to cooperate, and to cause each Guarantor and
<br />Indemnitor to cooperate, with Lender in connection with any action contemplated under subsection (a)
<br />including, without limitation, executing any financing statements, continuation statements or other documents
<br />deemed necessary by such Lender or such transferee to create, perfect, protect or preserve the rights and
<br />interests to be acquired by it, meeting with any rating agency for due diligence purposes, and providing all
<br />information concerning the Property, the financial condition of Borrower, or the financial condition of any
<br />Guarantor or Indemnitor as Lender may request.
<br />Article 13 — COSTS AND EXCULPATION
<br />Section 13.1 Performance at Borrower's Expense. Borrower acknowledges and confirms that
<br />Lender shall impose certain administrative processing and /or commitment fees in connection with (a) the
<br />extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of
<br />collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d)
<br />the review of any Lease or proposed Lease or the preparation or review of any subordination, non -
<br />disturbance agreement (occurrence of any of the above shall be called an "Event "). Borrower further
<br />acknowledges and confirms that it shall be responsible for the payment of all costs of reappraisal of the
<br />Property or any part thereof, whether required by law, regulation, Lender or any governmental or quasi -
<br />governmental authority. Borrower hereby acknowledges and agrees to pay, immediately, with or without
<br />demand, all such fees (as the same may be increased or decreased from time to time), and any additional
<br />fees of a similar type or nature which may be imposed by Lender from time to time, upon the occurrence of
<br />any Event or otherwise. Such costs and expenses shall include, but not be limited to, all reasonable fees
<br />and disbursements for legal counsel (whether of retained firms or of in -house staff) and all costs and
<br />expenses of Trustee, if any. All such amounts shall accrue interest at the Default Rate from the date
<br />demanded by Lender or Trustee until paid in full by Borrower.
<br />Section 13.2 Costs of Enforcement. Borrower shall pay all legal fees incurred by Lender in
<br />connection with the items set forth in Section 13.1, above, and, Borrower shall pay to the extent permitted
<br />by law, on demand by Lender all reasonable fees and disbursements for legal counsel (whether of retained
<br />firms or of in -house staff) incurred by Lender and Trustee in connection with (i) protecting its interest in the
<br />Property or the Collateral or (ii) in collecting any amount payable hereunder (including recovery of amount
<br />under Section 13.1 above) or (iii) or in enforcing its rights hereunder with respect to the Property or the
<br />Collateral, whether or not any legal proceeding is commenced hereunder or thereunder and whether or not
<br />any default or Event of Default shall have occurred and is continuing. All such amounts shall accrue interest
<br />at the Default Rate from the date demanded by Lender or Trustee until paid in full by Borrower.
<br />Section 13.3 Exculpation — Nonrecourse Indebtedness. Borrower's personal liability for payment
<br />of the Debt and performance of the Obligations is limited hereunder in the same manner and to the same
<br />extent as provided in the Note (if any).
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 32 Grand Isle, Nebraska
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