OR HEREAFTER
ACQUIRED BY BORROWER (COLLECTIVELY, THE "PROPERTY"):
(A)
LAND.
THE REAL PROPERTY DESCRIBED IN EXHIBITS A-1 AND A-2
ATTACHED HERETO AND MADE A PART HEREOF (COLLECTIVELY, THE "FEE LAND")
(B)
GROUND LEASE.
ALL OF THE LEASEHOLD ESTATE AND ALL OF THE
BORROWER'S RIGHT, TITLE, INTEREST, PRIVILEGES AND OPTIONS CREATED BY THAT
CERTAIN LEASE DESCRIBED ON EXHIBIT B ATTACHED HERETO (AS SUCH LEASE MAY BE
AMENDED, MODIFIED, EXTENDED OR SUPPLEMENTED FROM TIME TO TIME, COLLECTIVELY, THE
"GROUND LEASE") IN THE REAL PROPERTY DESCRIBED IN EXHIBIT A-2 ATTACHED HERETO
AND MADE A PART HEREOF (THE "LEASEHOLD LAND"; AND TOGETHER WITH THE FEE LAND,
THE "LAND");
(C)
CONDOMINIUM PROJECT.
ALL RIGHT, TITLE AND INTEREST OF THE
BORROWER, INCLUDING RIGHTS AS THE "DEVELOPER", IN, TO AND UNDER THAT CERTAIN
DECLARATION OF CONDOMINIUM PROPERTY REGIME OF KAPALUA BAY CONDOMINIUM (THE
"CONDOMINIUM PROJECT"), MORE PARTICULARLY DESCRIBED IN EXHIBIT A-1 ATTACHED
HERETO, AND ALL OTHER DOCUMENTS RELATING TO THE CONDOMINIUM PROJECT, AND ALL
RIGHT, TITLE AND INTEREST OF THE BORROWER IN AND TO ALL CONDOMINIUM
2
APARTMENTS OR UNITS IN THE CONDOMINIUM PROJECT, TOGETHER WITH THE APPURTENANT
EASEMENTS, LIMITED COMMON ELEMENTS AND UNDIVIDED PERCENTAGE INTERESTS IN THE
COMMON ELEMENTS, WHICH COMMON ELEMENTS INCLUDE THE FEE LAND (COLLECTIVELY, THE
"UNITS");
(D)
ADDITIONAL LAND.
ALL ADDITIONAL LANDS, ESTATES AND
DEVELOPMENT RIGHTS HEREAFTER ACQUIRED BY BORROWER FOR USE IN CONNECTION WITH THE
LAND, THE DEVELOPMENT OF THE LAND, CONDOMINIUM PROJECT, AND ALL ADDITIONAL LANDS
AND ESTATES THEREIN WHICH MAY, FROM TIME TO TIME, BY SUPPLEMENTAL MORTGAGE OR
OTHERWISE BE EXPRESSLY MADE SUBJECT TO THE LIEN OF THIS SECURITY INSTRUMENT;
(E)
IMPROVEMENTS.
THE BUILDINGS, STRUCTURES, FIXTURES,
ADDITIONS, ENLARGEMENTS, EXTENSIONS, MODIFICATIONS, REPAIRS, REPLACEMENTS AND
IMPROVEMENTS NOW OR HEREAFTER ERECTED OR LOCATED ON THE LAND, CONDOMINIUM
PROJECT AND/OR THE UNITS (COLLECTIVELY, THE "IMPROVEMENTS");
(F)
EASEMENTS.
ALL EASEMENTS, RIGHTS-OF-WAY OR USE, RIGHTS,
STRIPS AND GORES OF LAND, STREETS, WAYS, ALLEYS, PASSAGES, SEWER RIGHTS, WATER,
WATER COURSES, WATER RIGHTS AND POWERS, AIR RIGHTS AND DEVELOPMENT RIGHTS, AND
ALL ESTATES, RIGHTS, TITLES, INTERESTS, PRIVILEGES, LIBERTIES, SERVITUDES,
TENEMENTS, HEREDITAMENTS AND APPURTENANCES OF ANY NATURE WHATSOEVER, IN ANY WAY
NOW OR HEREAFTER BELONGING, RELATING OR PERTAINING TO THE LAND, THE CONDOMINIUM
PROJECT, THE UNITS AND THE IMPROVEMENTS AND THE REVERSION AND REVERSIONS,
REMAINDER AND REMAINDERS, AND ALL LAND LYING IN THE BED OF ANY STREET, ROAD OR
AVENUE, OPENED OR PROPOSED, IN FRONT OF OR ADJOINING THE LAND, TO THE CENTER
LINE THEREOF AND ALL THE ESTATES, RIGHTS, TITLES, INTERESTS, DOWER AND RIGHTS OF
DOWER, CURTESY AND RIGHTS OF CURTESY, PROPERTY, POSSESSION, CLAIM AND DEMAND
WHATSOEVER, BOTH AT LAW AND IN EQUITY, OF BORROWER OF, IN AND TO THE LAND, THE
CONDOMINIUM PROJECT, THE UNITS AND THE IMPROVEMENTS AND EVERY PART AND PARCEL
THEREOF, WITH THE APPURTENANCES THERETO;
(G)
EQUIPMENT.
ALL "EQUIPMENT," AS SUCH TERM IS DEFINED IN
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE (AS HEREINAFTER DEFINED), NOW OWNED OR
HEREAFTER ACQUIRED BY BORROWER, WHICH IS USED AT OR IN CONNECTION WITH THE
IMPROVEMENTS, THE CONDOMINIUM PROJECT, THE UNITS OR THE LAND OR IS LOCATED