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200003557
<br />Article 1 - GRANT OF SECURITY
<br />Section 1.1 Property Conveyed. Borrower does hereby irrevocably (i) grant, transfer, convey
<br />and assign to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Lender, and (ii)
<br />grant a security interest to Lender and to its successors and assigns in the following property, rights,
<br />interests and estates now owned, or hereafter acquired by Borrower (collectively, "Property "):
<br />(a) Land. The real property described in Exhibit "A" attached hereto and made a part hereof
<br />( "Land ") and all development rights hereafter acquired by Borrower for use in connection with the Land and
<br />the development of the Land;
<br />(b) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions,
<br />modifications, repairs, replacements and improvements now or hereafter erected or located on the Land
<br />( "Improvements" and collectively with the Land, 'Real Property ");
<br />(c) Easements. All easements, rights -of -way or use, rights, strips and gores of land, streets,
<br />ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and
<br />development rights, mineral rights and all estates, rights, titles, interests, privileges, liberties, servitudes,
<br />tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter
<br />belonging, relating or pertaining to the Real Property and the reversion and reversions, remainder and
<br />remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or
<br />adjoining the Land, to the center line thereof, and all the estates, rights, titles, interests, dower and rights of
<br />dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and
<br />in equity, of Borrower of, in and to the Real Property and every part and parcel thereof, with all
<br />appurtenances thereto;
<br />(d) Fixtures and Personal Property. All machinery, equipment, fixtures (including, but not limited
<br />to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property
<br />of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest,
<br />now or hereafter located upon the Real Property, or appurtenant thereto, and used in connection with the
<br />present or future operation and occupancy of the Real Property and all building equipment, materials and
<br />supplies of any nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest
<br />and now or hereafter located upon the Real Property, or appurtenant thereto, or used or usable in
<br />connection with the present or future operation and occupancy of the Real Property (collectively, 'Personal
<br />Property "), and the right, title and interest of Borrower in and to any of the Personal Property which may be
<br />subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by
<br />the state or states where any of the Personal Property is located ( "Uniform Commercial Code "), superior in
<br />lien to the lien of this Security Instrument and all proceeds and products of the above;
<br />(e) Leases and Rents. All leases, subleases, licenses and other agreements affecting the use,
<br />enjoyment or occupancy of all or any part of the Real Property heretofore or hereafter entered into and all
<br />extensions, amendments and modifications thereto ( "Leases "), whether entered before or after the filing by
<br />or against Borrower of any petition for relief under 11 U.S.C. § 101 et seq., as amended from time to time
<br />( "Bankruptcy Code "), and all right, title and interest of Borrower, its successors and assigns therein and
<br />thereunder, including, without limitation, all guarantees, letters of credit and any other credit support given
<br />by any tenant or guarantor in connection therewith, cash, notes or securities deposited under the Leases
<br />to secure the performance by the lessees of their obligations thereunder, and all rents, additional rents,
<br />revenues, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Real
<br />Property ( "Rents "), whether paid or accruing before or after the filing by or against Borrower of any petition
<br />for relief under the Bankruptcy Code, and all proceeds from the sale or other disposition of the Leases and
<br />the right to receive and apply the Rents to the payment of the Debt;
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 2 Grand Isle, Nebraska
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