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operation of law or otherwise) or the creation or issuance of new stock by which an aggregate of more than
<br />forty -nine percent (49 %) of such corporation's stock shall be vested in a party or parties who are not now
<br />owners of more than forty -nine percent (49 %) of such corporation's stock, or (ii) the pledge of any such
<br />stock; (d) if Borrower, any Guarantor or Indemnitor or any general partner or managing member (or if no
<br />managing member, any member) of Borrower, any Guarantor or Indemnitor is a limited or general
<br />partnership or joint venture, the change, removal or resignation of a general partner or the transfer or pledge
<br />of the partnership interest of any general partner or any profits or proceeds relating to such partnership
<br />interest or the transfer or pledge of any partnership interest of any limited partner or any profits or proceeds
<br />relating to any such partnership interest, which, whether singly or in the aggregate, result in more than
<br />forty -nine percent (49 %) of the beneficial interests in Borrower, or the profits or proceeds relating thereto,
<br />having been transferred or pledged; and (e) if Borrower, any Guarantor, any Indemnitor or any general
<br />partner or member of Borrower, any Guarantor or any Indemnitor is a limited liability company, the change,
<br />removal or resignation of a managing member (or if no managing member, any member) or the transfer or
<br />pledge of the membership interest of a managing member or any profits or proceeds relating to such
<br />membership interest or the transferor pledge of any membership interest of any other member or any profits
<br />or proceeds relating to any such membership interest, which, whether singly or in the aggregate, result in
<br />more than forty -nine percent (49 %) of the beneficial interests in Borrower, or the profits or proceeds relating
<br />thereto, having been transferred or pledged. Notwithstanding the foregoing, the following shall not be
<br />deemed to be a Transfer within the meaning of this Article 6: (a) transfer by devise or descent or by
<br />operation of law upon the death of a member, general partner or stockholder of Borrower, any Guarantor
<br />or Indemnitor or any member or general partner thereof, (b) a sale, transfer or hypothecation of a
<br />membership, partnership or shareholder interest in Borrower, whichever the case may be, by a current
<br />member, general partner or shareholder, as applicable, to an immediate family member (i.e., parents,
<br />spouses, siblings, children or grandchildren) of such member, general partner or shareholder, or to a trust
<br />for the benefit of an immediate family member of such member, general partner or shareholder, and (c) a
<br />transfer of a partnership interest in Borrower or Grand Isle Breskin Associates, L.P. to another partner of
<br />Borrower or Grand Isle Breskin Associates, L.P.; provided, however, Wilbur F. Breslin shall at all times (i)
<br />own at least 51 % of the partnership interests in Borrowerand Grand Isle Breskin Associates, L.P., (ii) remain
<br />the general partner of Borrower and Grand Isle Breskin Associates, L.P., and (iii) retain control of the
<br />management of Borrower, Grand Isle Breskin Associates, L.P. and the Property.
<br />Section 6.3 Lender's Rights. In addition to the requirements set forth in Section 6.1 above,
<br />Lender reserves the right to condition its consent requested to any Transfer upon payment of Lender's and
<br />Trustee's expenses, delivery of legal opinions, delivery of authority and entity documentation, environmental
<br />reports, endorsements to Lender's title insurance policy, hazard insurance endorsements, approval of the
<br />Transfer by any agency rating any "Securities" (as defined in Section 12.1) and such other conditions as
<br />Lender shall determine in its sole discretion to be in the interest of Lender. All of Lender's and Trustee's
<br />expenses shall be payable by Borrower whether or not such party consents to the Transfer requested.
<br />Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of
<br />default hereunder in order to declare the Debt immediately due and payable upon a Transfer without
<br />Lender's consent. Lender's consent to any one Transfer shall not release the requirement of Lender's
<br />consent to each and every Transfer.
<br />Article 7 — PREPAYMENT
<br />Section 7.1 Prepayment Only in Accordance with Note. The Debt may be prepaid only in strict
<br />accordance with the express terms and conditions of the Note including, without limitation, Defeasance (as
<br />defined in the Note) of the loan secured by this Security Instrument, if applicable.
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 23 Grand Isle, Nebraska
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