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200003557
<br />located and the filing of a UCC Financing Statement (i) in the office of the Secretary of State for the state
<br />where the Property is located and (ii) in the real property records of the county where the Property is located,
<br />Lender will have a first priority perfected security interest in all Personal Property.
<br />Section 4.2 Authority. Borrower (and the undersigned representative of Borrower, if any) has
<br />full power, authority and legal right to execute this Security Instrument, and to mortgage, grant, bargain, sell,
<br />pledge, assign, warrant, transfer and convey the Property pursuant to the terms hereof and to keep and
<br />observe all of the terms of this Security Instrument on Borrower's part to be performed.
<br />Section 4.3 Legal Status and Authority. Borrower (a) is duly organized, validly existing and in
<br />good standing under the laws of its state of organization or incorporation; (b) is duly qualified to transact
<br />business and is in good standing in the State where the Property is located; and (c) has all necessary
<br />approvals, governmental and otherwise, and full power and authority to own the Property and carry on its
<br />business as now conducted and proposed to be conducted. Borrower now has and shall continue to have
<br />the full right, power and authority to operate and lease the Property, to encumber the Property as provided
<br />herein and to perform all of the Other Obligations to be performed by Borrower under the Note, this Security
<br />Instrument and the Other Loan Documents.
<br />Section 4.4 Validity of Documents. (a) The execution, delivery and performance of the Note,
<br />this Security Instrument and the Other Loan Documents and the borrowing evidenced by the Note (i) are
<br />within the power and authority of Borrower; (ii) have been authorized by all requisite organizational action;
<br />(iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not
<br />violate, conflict with, result in a breach of or constitute (with notice or the expiration of applicable grace /cure
<br />period, without cure, or both) a default under any provision of law (including, without limitation, any usury
<br />laws), any order or judgment of any court or governmental authority, the articles of incorporation, by -laws,
<br />partnership or operating agreement, orothergoverning instrument of Borrower, or any indenture, agreement
<br />or other instrument to which Borrower is a party or by which it or any of its assets or the Property is or may
<br />be bound or affected; (v) will not result in the creation or imposition of any lien, charge or encumbrance
<br />whatsoever upon any of its assets, except the lien and security interest created hereby; and (vi) will not
<br />require any authorization or license from, or any filing with, any governmental or other body (except for the
<br />recordation of this instrument in appropriate land records in the State where the Property is located and
<br />except for Uniform Commercial Code filings relating to the security interest created hereby), and (b) the
<br />Note, the loan secured by this Security Instrument and the Other Loan Documents constitute the legal, valid
<br />and binding obligations of Borrower.
<br />Section 4.5 Litigation. No action, suit or proceeding, judicial, administrative or otherwise
<br />(including any condemnation or similar proceeding), is pending or, to the best of Borrower's knowledge,
<br />threatened or contemplated against Borrower, any person guaranteeing the payment of the Debt or any
<br />portion thereof or performance by Borrower of any terms of this Security Instrument (each a "Guarantor "),
<br />if any, an Indemnitor (defined in the Environmental Indemnity Agreement), if any, or against or affecting the
<br />Property that (a) has not been disclosed by Borrower in writing to Lender and which, if adversely determined,
<br />would have a material, adverse effect on the Property or Borrower's, any Guarantor's or any Indemnitor's
<br />ability to perform its obligations under the Note, this Security Instrument or the Other Loan Documents, or
<br />(b) is not adequately covered by insurance, each as determined by Lender in its sole discretion.
<br />Section 4.6 Status of Property.
<br />(a) The Improvements are structurally sound, in good repairand free of defects in materials and
<br />workmanship and to the best of Borrower's knowledge, information and belief, have been constructed and
<br />installed in substantial compliance with the plans and specifications relating thereto. All major building
<br />systems located within the Improvements, including, without limitation, the heating and air conditions
<br />systems and the electrical and plumbing systems, are in good working order and condition.
<br />ATLANTA4181845.4
<br />GMACCM (SLP) — DOT (8/98) 17 Grand Isle, Nebraska
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