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<br />without limitation, any claims, demands or causes of action based upon allegations of breach of
<br />fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion,
<br />usury, or any other theory, cause of action, occurrence, matter or thing which might result in
<br />liability upon Lender Parties arising or occurring on or befjpre, the Effective Date. Borrower
<br />Parties understand and agree that the foregoing general release is in consideration for the
<br />agreements of Lender contained herein and that they will receive no further consideration for
<br />such release. Borrower Parties represent and warrant to Lender that Borrower Parties have not
<br />previously assigned or transferred to any person or entity any matter released hereunder and
<br />Borrower Parties agree to indemnify, protect and hold the Lender Parties harmless from and
<br />against any and all claims based on or arising out of any such assignment or transfer.
<br />7. Default. Any default by Borrower in the performance of its obligations herein
<br />contained, or any material inaccuracy in the representations and warranties made by Borrower
<br />herein, shall constitute a default under the Loan Documents and shall entitle Lender to exercise
<br />all of its rights and remedies set forth in the Loan Documents.
<br />8. Lift of Bankruptcy Stay. Notwithstanding any provision in the Loan Documents
<br />to the contrary, in the event Borrower shall make application for or seek relief or protection
<br />under any of the sections or chapters of the United States Bankruptcy Code (the "Code "), or in
<br />the event that any involuntary petition is filed against Borrower under any section of the Code,
<br />Borrower will not oppose Lender's application for immediate relief from any automatic stay
<br />imposed by Sec. 362 of the Code, or otherwise, or on or against the exercise of the rights and
<br />remedies otherwise available to Lender pursuant to the Loan Documents and as otherwise
<br />provided by law.
<br />9. Fees. Borrower and Lender have agreed that, simultaneously with the execution
<br />hereof, all fees, costs, and charges arising in connection with the execution of this Agreement,
<br />including without limitation, all reasonable attorneys' fees, title company fees, title insurance
<br />premiums, recording costs, and other closing costs incurred by Lender in connection with this
<br />Agreement, will be paid by Borrower as of the Effective Date, and that neither Prior Owner nor
<br />Lender shall have any obligation whatsoever for payment thereof.
<br />10. No Offsets or Defenses. Borrower hereby acknowledges, confirms and warrants
<br />to Lender that as of the Effective Date, Borrower neither has nor claims any offset, defense,
<br />claim, right of set -off or counterclaim against Lender under, arising out of or in connection with
<br />this Agreement, the Note, the Mortgage or any other Loan Document. Borrower covenants and
<br />agrees with Lender that if any offset, defense, claim, right of set -off or counterclaim exists as of
<br />the Effective Date, Borrower does hereby irrevocably and expressly waive the right to assert
<br />such matter. Borrower understands and agrees that the foregoing release is in consideration for
<br />the agreements of Lender contained herein, and Borrower will receive no further consideration
<br />for such release.
<br />11. Confirmation. Except as specifically set forth herein, all other terms and
<br />conditions of the Loan Documents shall remain unmodified and in full force and effect, the same
<br />being confirmed and republished hereby; and except as otherwise specifically set forth herein,
<br />Sunwest N.C. Trust, GMACCM Loan #400028174
<br />(Nebraska)
<br />AO 1243719.1
<br />
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