OF EACH OF THE BORROWER AND THE
PLEDGORS IN AND TO THE COLLATERAL PRIOR TO ALL OTHER LIENS THEREON AND SUBJECT
ONLY TO PERMITTED LIENS, AND (II) ALL
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GOVERNMENTAL APPROVALS THAT ARE NECESSARY OR DESIRABLE IN ORDER TO ESTABLISH,
PROTECT, PRESERVE AND PERFECT THE COLLATERAL AGENT'S LIENS HAVE BEEN DULY MADE
OR TAKEN AND ARE IN FULL FORCE AND EFFECT.
(G)
UPDATED OPERATING BUDGET AND PLAN. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A COPY OF THE UPDATED OPERATING BUDGET WHICH SHALL INCLUDE THE EXISTING
PLANTS AND THE ABERDEEN II PLANT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(H)
PROJECT ACCOUNTS. THE PROJECT ACCOUNTS SHALL CONTINUE TO BE MAINTAINED IN
ACCORDANCE WITH THIS AGREEMENT AND THE ACCOUNTS AGREEMENT AND SHALL CONTAIN ALL
AMOUNTS, IF ANY, REQUIRED TO BE DEPOSITED THEREIN AS OF THE CONVERSION DATE,
INCLUDING THE AMOUNTS ON DEPOSIT IN OR STANDING TO THE CREDIT OF EACH OF THE
DEBT SERVICE RESERVE ACCOUNT, THE WORKING CAPITAL RESERVE ACCOUNT AND THE
CONTINGENCY RESERVE ACCOUNT, WHICH SHALL BE AT, OR SHALL BE FUNDED ON THE
CONVERSION DATE UP TO, A LEVEL NO LESS THAN (I) FIFTY PERCENT (50%) OF THE DEBT
SERVICE RESERVE REQUIRED AMOUNT, (II) THE WORKING CAPITAL RESERVE REQUIRED
AMOUNT AND (III) THE CONTINGENCY RESERVE REQUIRED AMOUNT, RESPECTIVELY.
(I)
LEGAL OPINIONS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED LEGAL
OPINIONS FROM COUNSEL TO THE LOAN PARTIES, EACH IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, ADDRESSING THOSE MATTERS RELATING TO
THE PROJECT, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREIN, AND THE COLLATERAL, AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
(J)
TITLE INSURANCE. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED LIEN WAIVER
STATEMENTS FOR THE ABERDEEN II PLANT, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A TITLE CONTINUATION AND AN ENDORSEMENT TO THE TITLE INSURANCE POLICY,
WHICH ENDORSEMENT SHALL HAVE THE EFFECT OF (I) UPDATING THE DATE OF THE
TITLE INSURANCE POLICY TO THE DATE OF THE REQUESTED FUNDING AND (II) PROVIDING
FULL MECHANICS' LIEN COVERAGE.
(K)
FINAL SURVEY. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A SATISFACTORY
FINAL AS-BUILT SURVEY OF THE PROJECT DEMONSTRATING THAT THE PROJECT HAS ALL REAL
PROPERTY INTERESTS REQUIRED BY THE FINANCING DOCUMENTS AND SHOWING NO LIENS
OTHER THAN PERMITTED LIENS.
(L)
MECHANIC'S LIENS. THERE ARE NO MECHANIC'S, WORKMEN'S, MATERIALMEN'S,
CONSTRUCTION OR OTHER LIKE LIENS ENCUMBERING THE COLLATERAL (OTHER THAN
PERMITTED LIENS), REGARDLESS OF WHETHER SUCH LIENS APPEAR AS EXCEPTIONS TO THE
TITLE INSURANCE POLICY OR THE TITLE CONTINUATIONS.
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(m)
Additional Project Documents. An Authorized Officer of the
Borrower shall have certified that the Borrower has provided to the
Administrative Agent copies of any Additional Project Document entered into by
the Borrower since the date of this Agreement, together with all amendments,
supplements, schedules and exhibits thereto and the Ancillary Documents relating
thereto, each of which (i) shall have been duly authorized, executed and
delivered by each Person party thereto, and (ii) shall be in full force and
effect.
Section 6.04
Conditions to Working Capital Loan Fundings. In
addition