WILL (WHEN ACQUIRED) BE LOCATED ON THE
SITES.
SECTION 5.13
OWNERSHIP OF PROPERTIES. (A)
THE BORROWER (I) HAS A GOOD AND
VALID FEE OWNERSHIP INTEREST IN THE SITES (EXCEPT FOR THE LEASED PREMISES), (II)
HAS A GOOD AND VALID LEASEHOLD INTEREST IN THE LEASED PREMISES AND (III) HAS
GOOD AND VALID EASEMENTS NECESSARY FOR THE NATURAL GAS TRANSMISSION PIPELINE
THAT WAS CONSTRUCTED PURSUANT TO THE PIPELINE CONSTRUCTION AGREEMENT.
(B)
THE BORROWER HAS A GOOD AND VALID OWNERSHIP INTEREST, LEASEHOLD INTEREST,
LICENSE INTEREST OR OTHER RIGHT OF USE IN ALL OTHER PROPERTY AND ASSETS
(TANGIBLE AND INTANGIBLE) INCLUDED IN THE COLLATERAL RELATING TO ASSETS OF OR
EQUITY IN THE BORROWER UNDER EACH SECURITY DOCUMENT THAT HAS BEEN EXECUTED AS OF
THE DATE THIS REPRESENTATION IS MADE OR DEEMED REPEATED. SUCH OWNERSHIP
INTERESTS, LEASEHOLD INTEREST, LICENSE INTEREST OR OTHER RIGHTS OF USE ARE AND
WILL BE, TOGETHER WITH ANY OTHER ASSETS OR INTERESTS CONTEMPLATED TO BE ACQUIRED
PURSUANT TO THE CONSTRUCTION BUDGET, SUFFICIENT TO PERMIT CONSTRUCTION AND
OPERATION OF THE ABERDEEN II PLANT AND OPERATION OF THE EXISTING PLANTS,
SUBSTANTIALLY IN ACCORDANCE WITH THE PROJECT DOCUMENTS. TO THE KNOWLEDGE OF
BORROWER, NONE OF SAID PROPERTIES OR ASSETS OF OR EQUITY IN THE BORROWER ARE
SUBJECT TO ANY OTHER CLAIMS OF ANY PERSON, INCLUDING ANY EASEMENTS, RIGHTS OF
WAY OR SIMILAR AGREEMENTS AFFECTING THE USE OR OCCUPANCY OF THE PROJECT OR THE
SITES, EXCEPT FOR PERMITTED LIENS.
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(C)
ALL EQUITY INTERESTS IN THE BORROWER ARE OWNED BY THE PLEDGORS.
(D)
THE PROPERTIES AND ASSETS OF THE BORROWER ARE SEPARATELY IDENTIFIABLE AND
ARE NOT COMMINGLED WITH THE PROPERTIES AND ASSETS OF ANY OTHER PERSON AND ARE
READILY DISTINGUISHABLE FROM THE PROPERTY AND ASSETS OF OTHER PERSONS.
(E)
THE BORROWER DOES NOT HAVE ANY LEASEHOLD INTEREST IN, AND IS NOT LESSEE
OF, ANY REAL PROPERTY OTHER THAN THE LEASED PREMISES OR OTHER LEASEHOLD
INTERESTS ACQUIRED BY THE BORROWER WITH THE PRIOR WRITTEN APPROVAL OF THE
ADMINISTRATIVE AGENT.
(F)
THERE ARE NO EASEMENTS, RIGHTS OF WAY OR SIMILAR AGREEMENTS AFFECTING THE
USE OR OCCUPANCY OF THE PROJECT, THE EXISTING PLANTS, THE ABERDEEN II PLANT OR
ANY SITE OTHER THAN PERMITTED LIENS.
(G)
THE BORROWER HAS NOT PROVIDED ANY CONSENT PURSUANT TO SECTION 3 OF THE
HURON GROUND LEASE TO THE CREATION OF ANY LIEN ON THE LEASED PREMISES COVERED BY
SUCH LEASE. TO THE BORROWER'S KNOWLEDGE, THE LESSOR UNDER THE HURON GROUND LEASE
HAS NOT CREATED ANY LIENS ON THE LEASED PREMISES COVERED BY SUCH LEASE.
SECTION 5.14
TAXES. (A)
EXCEPT AS DISCLOSED ON SCHEDULE 5.14, THE BORROWER
HAS (I) FILED ALL TAX RETURNS REQUIRED BY LAW TO HAVE BEEN FILED BY IT AND
(II) HAS PAID ALL TAXES THEREBY SHOWN TO BE OWING, AS AND WHEN THE SAME ARE DUE
AND PAYABLE, OTHER THAN, IN THE CASE OF THIS SECTION 5.14(A)(II), (A) TAXES THAT
ARE SUBJECT TO A CONTEST OR (B) THE NONPAYMENT OF IMMATERIAL TAXES IN AN
AGGREGATE AMOUNT NOT IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) AT ANY
ONE TIME OUTSTANDING