BORROWER, UPON WHICH CERTIFICATE THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY THE
BORROWER;
(VI)
COPIES,
CERTIFIED BY THE SECRETARY OR ASSISTANT SECRETARY, OF THE GENERAL PARTNER'S
BOARD OF DIRECTORS' RESOLUTIONS (AND RESOLUTIONS OF OTHER BODIES, IF ANY ARE
DEEMED NECESSARY BY COUNSEL FOR ANY LENDER) AUTHORIZING THE ADVANCES PROVIDED
FOR HEREIN AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO
BE EXECUTED AND DELIVERED BY THE GENERAL PARTNER AND THE BORROWER HEREUNDER;
(VII)
A WRITTEN
OPINION OF THE GENERAL PARTNER AND THE BORROWER'S COUNSEL, ADDRESSED TO THE
LENDERS IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO;
(VIII)
A
CERTIFICATE, SIGNED BY AN OFFICER OF THE GENERAL PARTNER ON BEHALF OF THE
BORROWER AND FOR ITSELF, STATING THAT ON THE INITIAL BORROWING DATE NO DEFAULT
OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING AND THAT ALL REPRESENTATIONS
AND WARRANTIES OF THE GENERAL PARTNER AND THE BORROWER ARE TRUE AND CORRECT AS
OF THE INITIAL BORROWING DATE, UPON WHICH CERTIFICATE THE ADMINISTRATIVE AGENT
AND THE LENDERS SHALL BE ENTITLED TO RELY UNTIL INFORMED OF ANY CHANGE IN
WRITING BY THE BORROWER;
28
(IX)
THE
MOST RECENT FINANCIAL STATEMENTS OF THE GENERAL PARTNER AND THE BORROWER AND A
CERTIFICATE FROM AN OFFICER OF THE GENERAL PARTNER THAT NO MATERIAL ADVERSE
CHANGE IN THE GENERAL PARTNER'S OR THE BORROWER'S FINANCIAL CONDITION HAS
OCCURRED SINCE SEPTEMBER 30, 2005 ;
(X)
UCC
FINANCING STATEMENT, JUDGMENT, AND TAX LIEN SEARCHES WITH RESPECT TO THE GENERAL
PARTNER, THE BORROWER, AND EACH ENTITY THAT IS AN ASSIGNOR UNDER THE ASSIGNMENTS
OF MEMBERSHIP INTERESTS, FROM THEIR STATES OF ORGANIZATION AND THE STATES WHERE
THEY HAVE THEIR PRINCIPAL PLACE OF BUSINESS;
(XI)
EVIDENCE OF SUFFICIENT UNENCUMBERED ASSETS (WHICH EVIDENCE IF REQUESTED BY
ADMINISTRATIVE AGENT MAY INCLUDE MORTGAGE RELEASES AND TITLE POLICIES) TO ASSIST
THE ADMINISTRATIVE AGENT IN DETERMINING THE BORROWER'S COMPLIANCE WITH THE
COVENANTS SET FORTH IN ARTICLE VII HEREIN;
(XII)
WRITTEN
MONEY TRANSFER INSTRUCTIONS, AS THE ADMINISTRATIVE AGENT MAY HAVE REASONABLY
REQUESTED;
(XIII)
EVIDENCE
THAT ALL PARTIES WHOSE CONSENT IS REQUIRED FOR BORROWER OR GENERAL PARTNER TO
EXECUTE THE LOAN DOCUMENTS HAVE PROVIDED SUCH CONSENTS;
(XIV)
THE
ADMINISTRATIVE AGENT SHALL HAVE DETERMINED THAT (I) SINCE SEPTEMBER 30, 2005
THERE IS AN ABSENCE OF ANY MATERIAL ADVERSE CHANGE OR DISRUPTION IN PRIMARY OR
SECONDARY LOAN SYNDICATION MARKETS, FINANCIAL MARKETS OR IN CAPITAL MARKETS
GENERALLY THAT WOULD LIKELY IMPAIR SYNDICATION OF THE LOANS HEREUNDER AND
(II) THE BORROWER HAS FULLY COOPERATED WITH THE ADMINISTRATIVE AGENT'S
SYNDICATION EFFORTS INCLUDING, WITHOUT LIMITATION, BY PROVIDING THE
ADMINISTRATIVE AGENT WITH INFORMATION REGARDING THE BORROWER'S OPERATIONS AND
PROSPECTS AND SUCH OTHER INFORMATION AS THE ADMINISTRATIVE AGENT DEEMS NECESSARY
TO SUCCESSFULLY SYNDICATE THE LOANS HEREUNDER;
(XV)
UCC
FINANCING STATEMENTS RELATING TO THE ASSIGNMENTS OF MEMBERSHIP INTERESTS:
(XV)
SUCH
OTHER DOCUMENTS AS ANY LENDER OR ITS COUNSEL MAY HAVE REASONABLY REQUESTED, THE
FORM AND SUBSTANCE OF WHICH DOCUMENTS SHALL BE ACCEPTABLE TO THE PARTIES AND
THEIR RESPECTIVE COUNSEL.
Without limiting the generality of the