ENFORCEABLE FIRST LIEN OF RECORD ON THE
MORTGAGED PROPERTY FREE AND CLEAR OF ALL DEFECTS AND ENCUMBRANCES (OTHER THAN
PERMITTED LIENS).
(II)
THE TITLE INSURANCE POLICY SHALL CONFIRM THAT THE
BORROWER HAS GOOD, MARKETABLE TITLE TO THE SITES, AND GOOD AND VALID LEASEHOLD
INTERESTS IN THE LEASED PREMISES, IN EACH CASE SUBJECT TO NO LIENS (OTHER THAN
LIENS IN FAVOR OF THE COLLATERAL AGENT OR OTHER PERMITTED LIENS).
(Z)
CONFIDENTIAL INFORMATION MEMORANDUM. AN AUTHORIZED OFFICER OF THE
BORROWER SHALL HAVE CERTIFIED THAT THE INFORMATION PROVIDED BY THE COMPANY IN
THE CONFIDENTIAL INFORMATION MEMORANDUM, TAKEN AS A WHOLE OVER THE LIFE OF THE
PROJECT, IS, TO THE BEST KNOWLEDGE OF THE BORROWER, TRUE, COMPLETE, AND ACCURATE
IN ALL MATERIAL RESPECTS, AS OF THE DATE THEREOF, INCLUDING THE REASONABLENESS
OF THE UNDERLYING ASSUMPTIONS UPON WHICH THE FINANCIAL PROJECTIONS CONTAINED
THEREIN ARE BASED.
53
(AA)
BANK REGULATORY REQUIREMENTS. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING DATE (OR SUCH
SHORTER PERIOD AS IS SATISFACTORY TO THE ADMINISTRATIVE AGENT) ALL DOCUMENTATION
AND OTHER INFORMATION REQUIRED BY BANK REGULATORY AUTHORITIES UNDER APPLICABLE
"KNOW YOUR CUSTOMER" AND ANTI-MONEY-LAUNDERING RULES AND REGULATIONS, INCLUDING
THE PATRIOT ACT.
(BB)
PROCESS AGENT. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, ACCEPTANCES FROM
THE PROCESS AGENT FOR EACH OF THE BORROWER AND THE PLEDGORS APPOINTED UNDER
SECTION 10.02(D) (APPLICABLE LAW; JURISDICTION; ETC. - APPOINTMENT OF PROCESS
AGENT AND SERVICE OF PROCESS) AND AS REQUIRED UNDER EACH OTHER FINANCING
DOCUMENT IN EFFECT ON THE CLOSING DATE.
(CC)
FINANCIAL MODEL. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A
CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER, DATED AS OF THE CLOSING
DATE, CERTIFYING THAT THE FINANCIAL MODEL ATTACHED AS EXHIBIT K HAS NOT BEEN
AMENDED OR MODIFIED AND CERTIFYING AS TO THE REASONABLENESS OF THE UNDERLYING
ASSUMPTIONS AND THE CONCLUSIONS ON WHICH THE FINANCIAL MODEL IS BASED.
(DD)
AUDITORS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE OF THE APPOINTMENT OF THE AUDITORS.
(EE)
EQUITY; SUBORDINATED DEBT. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
REASONABLY SATISFACTORY EVIDENCE THAT (I) AN EQUITY CONTRIBUTION IN THE AMOUNT
OF THIRTY-NINE MILLION EIGHT THOUSAND SIX HUNDRED TWENTY-SEVEN DOLLARS
($39,008,627) HAS BEEN FULLY FUNDED PRIOR TO THE CLOSING DATE, (II) AN EQUITY
CONTRIBUTION IN THE AMOUNT OF THREE HUNDRED SIXTY-SIX THOUSAND DOLLARS
($366,000) FOR PAYMENTS WITH RESPECT TO THE SUBORDINATED DEBT HAS BEEN FULLY
FUNDED, (III) THE SUBORDINATED DEBT IN AN AMOUNT OF NINETEEN MILLION DOLLARS
($19,000,000) HAS BEEN FUNDED, AND FIFTEEN MILLION FIVE HUNDRED EIGHTY-THREE
THOUSAND FIVE HUNDRED SIXTY-TWO DOLLARS AND FIFTY CENTS ($15,583,562.50) OF SUCH
AMOUNT HAS BEEN DEPOSITED INTO THE BOND PROCEEDS SUB-ACCOUNT.
(FF)
NOTICE TO PROCEED. THE DULY EXECUTED NOTICE TO PROCEED IN RESPECT OF
THE ABERDEEN II PLANT SHALL HAVE BEEN VALIDLY ISSUED AND DELIVERED BY THE
BORROWER TO THE DESIGN-BUILD CONTRACTOR, AND VALIDLY ACCEPTED BY THE
DESIGN-BUILD CONTRACTOR, TO THE SATISFACTION OF THE INDEPENDENT ENGINEER.
(GG)
EXISTING PLANT DEBT PAYOFF. THE EXISTING PLANT DEBT SHALL HAVE