PLANTS ARE ECONOMICALLY FEASIBLE AND TECHNICALLY FEASIBLE.
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SECTION 5.22
INDEBTEDNESS. (A)
THE OBLIGATIONS ARE, AFTER GIVING EFFECT TO
THE FINANCING DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, THE ONLY
OUTSTANDING INDEBTEDNESS OF THE BORROWER OTHER THAN PERMITTED INDEBTEDNESS. THE
OBLIGATIONS RANK AT LEAST PARI PASSU WITH ALL OTHER INDEBTEDNESS OF THE
BORROWER.
(B)
ON THE CLOSING DATE, AFTER GIVING EFFECT TO THE FINANCING DOCUMENTS AND
THE TRANSACTIONS CONTEMPLATED THEREBY, THE EXISTING PLANT DEBT, INCLUDING ALL
PRINCIPAL, INTEREST AND OTHER AMOUNTS (IF ANY) OUTSTANDING IN RESPECT THEREOF,
WILL HAVE BEEN REPAID IN FULL, AND ALL LIENS AGAINST ASSETS OF THE BORROWER IN
RESPECT OF SUCH EXISTING PLANT DEBT WILL HAVE BEEN RELEASED.
SECTION 5.23
SEPARATENESS. (A)
THE BORROWER MAINTAINS SEPARATE BANK ACCOUNTS
AND SEPARATE BOOKS OF ACCOUNT FROM THE PLEDGORS. THE SEPARATE LIABILITIES OF THE
BORROWER ARE READILY DISTINGUISHABLE FROM THE LIABILITIES OF EACH AFFILIATE OF
THE BORROWER, INCLUDING EACH OF THE PLEDGORS.
(B)
THE BORROWER CONDUCTS ITS BUSINESS SOLELY IN ITS OWN NAME IN A MANNER NOT
MISLEADING TO OTHER PERSONS AS TO ITS IDENTITY.
(C)
THE BORROWER IS IN COMPLIANCE WITH THE SEPARATENESS PROVISIONS SET FORTH
ON SCHEDULE 5.24(A).
SECTION 5.24
REQUIRED LP, GP AND LLC PROVISIONS. (A) THE BORROWER LP
AGREEMENT INCLUDES EACH OF THE TERMS (COLLECTIVELY, THE "REQUIRED LP
PROVISIONS") SET FORTH IN SCHEDULE 5.24(A), (B) THE GP AGREEMENT INCLUDES EACH
OF THE TERMS (COLLECTIVELY, THE "REQUIRED GP PROVISIONS") SET FORTH IN
SCHEDULE 5.24(B) AND THE LP PLEDGOR LLC AGREEMENT INCLUDES EACH OF THE TERMS
(COLLECTIVELY, THE "REQUIRED LP PLEDGOR LLC PROVISIONS") SET FORTH IN
SCHEDULE 5.24(C).
SECTION 5.25
SUBSIDIARIES. THE BORROWER HAS NO SUBSIDIARIES.
SECTION 5.26
FOREIGN ASSETS CONTROL REGULATIONS, ETC. (A)
THE USE OF THE
PROCEEDS OF THE LOANS BY THE BORROWER WILL NOT VIOLATE THE TRADING WITH THE
ENEMY ACT, AS AMENDED, OR ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE
UNITED STATES TREASURY DEPARTMENT (31 C.F.R., SUBTITLE B, CHAPTER V, AS AMENDED)
OR ANY ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO.
(B)
THE BORROWER:
(I)
IS NOT AND WILL NOT BECOME A PERSON OR ENTITY
DESCRIBED BY SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 24, 2001 BLOCKING
PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS
42
WHO COMMIT, THREATEN TO COMMIT,
OR SUPPORT TERRORISM (12 C.F.R. 595), AND THE BORROWER DOES NOT ENGAGE IN
DEALINGS OR TRANSACTIONS WITH ANY SUCH PERSONS OR ENTITIES; AND
(II)
IS NOT IN VIOLATION OF THE PATRIOT ACT.
SECTION 5.27
SOLVENCY. THE BORROWER IS AND, UPON THE INCURRENCE OF ANY
OBLIGATIONS BY THE BORROWER AND AFTER GIVING EFFECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL BE SOLVENT.
SECTION 5.28
LEGAL NAME AND PLACE OF BUSINESS. (A) THE EXACT LEGAL NAME AND
JURISDICTION OF FORMATION OF THE BORROWER IS:
HEARTLAND GRAIN FUELS, L.P., A
LIMITED PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE, AND, EXCEPT AS SET FORTH ON SCHEDULE 5.28, THE BORROWER HAS NOT HAD
ANY OTHER LEGAL NAMES IN THE PREVIOUS FIVE (5) YEARS.
(B)
THE SOLE PLACES OF BUSINESS OF THE