APPLICABLE, TO THE EXTENT CERTIFICATION BY THE APPROPRIATE
GOVERNMENTAL OFFICIAL IN ITS STATE OF FORMATION WITH WHICH THEY MUST BE FILED IS
NOT AVAILABLE.
8.1.5 EVIDENCE OF AUTHORIZATION .
LENDER SHALL HAVE RECEIVED IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER DOCUMENTS EVIDENCING ALL CORPORATE OR OTHER
AUTHORIZING ACTION TAKEN BY EACH BORROWER TO AUTHORIZE (INCLUDING THE SPECIFIC
NAMES AND TITLES OF THE PERSONS AUTHORIZED TO SO ACT (EACH AN "AUTHORIZED
OFFICER")) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, CERTIFIED TO BE TRUE AND CORRECT BY THE SECRETARY OR
ASSISTANT SECRETARY, MANAGING PARTNER, OR MANAGER, OF SUCH BORROWER, AS
APPLICABLE.
8.1.6 LEGAL OPINION FOR BORROWER.
LENDER SHALL HAVE RECEIVED OPINIONS OF
COUNSEL FOR EACH BORROWER (WHO SHALL BE REASONABLY ACCEPTABLE TO LENDER), IN
FORM AND CONTENT ACCEPTABLE TO LENDER AND ADDRESSED TO LENDER AND ITS PRESENT
AND FUTURE ASSIGNS AND PARTICIPANTS.
8.1.7 EVIDENCE OF INSURANCE.
BORROWER SHALL HAVE PROVIDED LENDER WITH INSURANCE
CERTIFICATES AND SUCH OTHER EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER, OF ALL INSURANCE REQUIRED TO BE MAINTAINED BY IT UNDER THE LOAN
DOCUMENTS.
8.1.8 MATERIAL AGREEMENTS.
LENDER SHALL HAVE RECEIVED COPIES OF THOSE MATERIAL
AGREEMENTS AS LENDER MAY REQUEST IN ITS SOLE DISCRETION.
8.1.9 BORROWING BASE CERTIFICATE.
BORROWER SHALL HAVE PROVIDED TO LENDER A
PROPER BORROWING BASE CERTIFICATE ACCURATE AS OF JUNE 30, 2005.
8.1.10 INVENTORY REPORT.
BORROWER SHALL HAVE PROVIDED TO LENDER A PROPER
INVENTORY REPORT ACCURATE AS OF JUNE 30, 2005.
25
8.1.11 [INTENTIONALLY OMITTED]
8.1.12 NO MATERIAL CHANGE.
NO CHANGE SHALL HAVE OCCURRED IN THE CONDITION OR
OPERATIONS OF BORROWER SINCE JUNE 30, 2005 WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
8.1.13 FEES AND EXPENSES.
BORROWER SHALL HAVE PAID LENDER, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FEDERAL FUNDS ALL FEES OWING TO LENDER THAT ARE DUE ON THE
CLOSING DATE, AND ALL EXPENSES OWING PURSUANT TO SECTION 13.1 HEREOF.
8.1.14 ACCOUNTS AGING REPORT .
BORROWER SHALL HAVE PROVIDED TO LENDER A PROPER
ACCOUNTS AGING REPORT WHICH SATISFIES THE REQUIREMENTS SET FORTH IN
SUBSECTION 9.2.15 HEREOF AND WHICH IS ACCURATE AS OF JUNE 30, 2005.
8.1.15 OPERATING ACCOUNTS; TREASURY MANAGEMENT SERVICES.
BORROWER, AND EACH OF
THEM, SHALL HAVE TAKEN SUCH ACTION AS LENDER SHALL REASONABLY REQUIRE TO INSURE
THAT ALL OF BORROWER'S MATERIAL OPERATING ACCOUNTS AND RELATED TREASURY
MANAGEMENT SERVICES ARE MAINTAINED WITH, AND/OR BEING HANDLED BY, LENDER.
8.1.16 FURTHER ASSURANCES.
BORROWER SHALL HAVE PROVIDED AND/OR EXECUTED AND
DELIVERED TO LENDER SUCH FURTHER ASSIGNMENTS, DOCUMENTS OR FINANCING STATEMENTS,
IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, THAT BORROWER IS TO EXECUTE AND/OR
DELIVER PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS OR AS LENDER MAY REASONABLY
REQUEST.
8.2
Conditions to Revolving Advance and Issuance
of Letters of Credit.
Lender's obligation to fund each Revolving Advance and to
issue Letters of Credit is subject to the satisfaction, in the sole discretion
of Lender, of each of the following conditions precedent, as well as those set
forth in Section 8.1 hereof, and each Borrowing