OF BORROWER, TOGETHER WITH CERTIFICATES OF GOOD STANDING OR EXISTENCE,
AS ARE AVAILABLE FROM THE SECRETARY OF STATE (OR OTHER APPLICABLE GOVERNMENTAL
AUTHORITY) OF THE JURISDICTION OF ORGANIZATION OF BORROWER AND EACH OTHER
JURISDICTION WHERE BORROWER IS REQUIRED TO BE QUALIFIED TO DO BUSINESS AS A
FOREIGN ENTITY;
(5)
A CERTIFICATE, DATED AS OF THE DATE HEREOF AND SIGNED BY AN
APPROPRIATE RESPONSIBLE OFFICER, ATTACHING AND CERTIFYING COPIES OF THE BYLAWS
OR SIMILAR DOCUMENTS, AND APPROPRIATE RESOLUTIONS AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS AND CERTIFYING THE NAME, TITLE
AND THE SIGNATURE OF EACH OFFICER EXECUTING THE LOAN DOCUMENTS;
(6)
ONE OR MORE FAVORABLE WRITTEN OPINIONS OF COUNSEL TO BORROWER,
ADDRESSED TO LENDER, ADDRESSING THE MATTERS SET FORTH ON EXHIBIT 2.01(C)(6);
(7)
CERTIFICATES OF INSURANCE, IN FORM AND SUBSTANCE ACCEPTABLE TO
LENDER, DESCRIBING THE TYPES AND AMOUNTS OF INSURANCE (PROPERTY AND LIABILITY)
CARRIED BY BORROWER, IN EACH CASE INSURING LENDER AS A FIRST MORTGAGEE UNDER A
STANDARD MORTGAGEE CLAUSE, AND NAMING LENDER AS LENDER LOSS PAYEE OR ADDITIONAL
INSURED, AS THE CASE MAY BE, AND WHICH INCLUDE A STIPULATION THAT COVERAGES WILL
NOT BE CANCELLED OR DIMINISHED WITHOUT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE TO
LENDER, TOGETHER WITH A LENDER'S LOSS PAYABLE ENDORSEMENT;
6
(8)
AN ASSIGNMENT OF THE BORROWER'S BUSINESS INTERRUPTION INSURANCE
POLICY, DULY EXECUTED BY BORROWER AND PURSUANT TO WHICH THE BORROWER ASSIGNS TO
LENDER ALL OF BORROWER'S RIGHT, TITLE AND INTEREST IN AND TO ITS BUSINESS
INTERRUPTION INSURANCE POLICY, AND WHICH ASSIGNMENT SHALL HAVE BEEN CONSENTED TO
AND CERTIFIED IN WRITING BY THE OTHER PARTY(IES) TO SUCH INSURANCE POLICY;
(9)
SATISFACTORY APPRAISALS OF ALL REAL ESTATE (INCLUDING AN "AS
BUILT" APPRAISAL), TOGETHER WITH SATISFACTORY COLLATERAL AUDITS OF ALL ACCOUNTS,
INVENTORY AND OTHER PERSONAL PROPERTY REQUESTED BY LENDER (INCLUDING FIELD AUDIT
AND SURVEY CONDUCTED BY LENDER);
(10)
COPIES OF DULY EXECUTED PAYOFF LETTERS, IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, EXECUTED BY EACH EXISTING LENDER, TOGETHER WITH (A)
UCC-3 OR OTHER APPROPRIATE TERMINATION STATEMENTS, IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, RELEASING ALL LIENS OF THE EXISTING LENDERS UPON ANY OF
THE PERSONAL PROPERTY OF BORROWER, (B) CANCELLATIONS AND RELEASES, IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER, RELEASING ALL LIENS OF THE EXISTING LENDERS
UPON ANY OF THE REAL ESTATE, AND (C) ANY OTHER RELEASES, TERMINATIONS OR OTHER
DOCUMENTS REASONABLY REQUIRED BY LENDER TO EVIDENCE THE PAYOFF OF INDEBTEDNESS
OWED TO EXISTING LENDERS;
(11)
CERTIFIED COPIES OF ALL MATERIAL CONSENTS, PERMITS, APPROVALS,
AUTHORIZATIONS, REGISTRATIONS AND FILINGS AND ORDERS REQUIRED OR ADVISABLE TO BE
MADE OR OBTAINED UNDER ANY REQUIREMENT OF LAW OR BY ANY MATERIAL CONTRACTUAL
OBLIGATION OF BORROWER, IN CONNECTION WITH THE OPERATION OF BORROWER'S BUSINESS,
INCLUDING THE PRODUCTION OF ETHANOL AND BY-PRODUCTS THEREOF, CERTIFIED BY A
RESPONSIBLE OFFICER OR APPROPRIATE OFFICIAL OF THE APPLICABLE GOVERNMENTAL
AUTHORITY, AS THE CASE MAY BE, AS BEING IN FULL FORCE AND EFFECT, AND NOT BEING
SUBJECT TO ANY CONDITION PRECEDENT;
(12)
THREE COPIES OF A SURVEY AND MAPS OR PLATS OF THE REAL ESTATE
CERTIFIED