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200003380 C. Corporate Existence; Authority. Section 2.3 Mortgagor covenants that it is a corporation duly organized and validly existing under the laws of the State of Georgia, is in good standing and qualified to do business under the laws of the State of Nebraska, has power and the authority to accept and incur the obligations set forth herein and in the 2000 Note Purchase Agreement, the 2000 Notes, and the other Operative Agreements, and agrees that at all times prior to the release of this Mortgage and satisfaction of the indebtedness and obligations secured hereby, it will conduct its business continuously and actively and will keep its existence in full force and effect and continue to comply with all laws, regulations and enactments of duly constituted governmental authorities regulating its existence or the conduct of its business, that it will make all such reports, file all such statements and pay all franchise and other taxes, assessments, license fees and perform all such other acts and things as may be required in order to maintain its rights, licenses, leases, privileges, powers and franchises under the enactments of federal, state or local authorities having jurisdiction over its activities. Nortgagor further covenants and warrants that the borrowing in the amounts set forth herein and in the 2000 Notes, and the granting of the security provided for in this Mortgage and the other Operative Agreements do not violate any provisions of Mortgagor's articles of incorporation or bylaws or any amendments thereto, or any applicable laws, nor does it constitute a breach or default under any indenture or other agreement or instrument to which Mortgagor is a party or by which Mortgagor or the Collateral may be bound or affected. Mortgagor further covenants and warrants that by appropriate corporate action, the signatories to the 2000 Notes and this Mortgage have been authorized for and on behalf of the Mortgagor to execute said documents, together with all other documents which have been executed in connection with the loan made to it pursuant to the 2000 Note Purchase Agreement and have been authorized to execute such other and further documents as are required to be executed in the future until the release of this Mortgage and satisfaction of the indebtedness and obligations secured hereby. D. Regulations of Federal Reserve Board. Section 2.4 No part of the proceeds of any loan made pursuant to the Note Purchase Agreement, First Addendum or 2000 Note Purchase Agreement will be used for the purpose (whether immediate, incidental or ultimate) of "purchasing" or "carrying" any "margin security" as such terms are defined in regulations of the Board of Governors of the Federal Reserve System, or for the purpose of reducing or retiring any indebtedness which was originally incurred for any such purpose. 2000 MORTGAGE (Grand Island, Nebraska) 9