BE CERTIFIED AS
TRUE AND CORRECT AND COMPLETE BY THE BORROWER AND THE DESIGN-BUILD CONTRACTOR
AND SHALL BE VERIFIED BY THE INDEPENDENT ENGINEER;
(III)
A LIST OF ALL CHANGE ORDERS NOT THERETOFORE SUBMITTED TO
THE ADMINISTRATIVE AGENT, TOGETHER WITH A STATEMENT BY THE BORROWER THAT COPIES
OF THE SAME HAVE BEEN SUBMITTED TO THE INDEPENDENT ENGINEER PRIOR TO THE DATE OF
SUCH FUNDING NOTICE AND A LIST OF ALL CHANGE ORDERS TO THE DATE OF SUCH FUNDING
NOTICE AND A LIST OF ALL CONTEMPLATED CHANGE ORDERS, TOGETHER WITH CONFIRMATION
THAT EACH SUCH CHANGE ORDER IS IN COMPLIANCE WITH SECTION 7.02(M)(III) (NEGATIVE
COVENANTS - PROJECT DOCUMENTS);
(IV)
EVIDENCE (WHICH SHALL INCLUDE THE WAIVER OF LIENS REQUIRED
UNDER SECTION 6.02(A)(II) (CONDITIONS TO ALL CONSTRUCTION LOAN FUNDINGS -
FUNDING NOTICE) AND A DETAILED RECEIPT FOR PAYMENT ITEMIZED BY LINE ITEM IN THE
CONSTRUCTION BUDGET) REASONABLY SATISFACTORY TO THE INDEPENDENT ENGINEER THAT
THE FULL AMOUNT OF THE PROCEEDS OF THE THEN LAST PRECEDING FUNDING HAS BEEN PAID
OUT BY THE BORROWER OR THE DESIGN-BUILD CONTRACTOR TO THE PERSONS WITH RESPECT
TO WHOM SUCH FUNDING PROCEEDS WERE DISBURSED AND OTHERWISE IN ACCORDANCE WITH
THIS AGREEMENT; PROVIDED THAT IF THERE HAS BEEN NO SUCH PRECEDING FUNDING, SUCH
EVIDENCE SHALL CONFIRM RECEIPT OF ALL PAYMENTS DUE AND PAYABLE BY THE BORROWER
TO THE DESIGN-BUILD CONTRACTOR, ALL SUBCONTRACTORS AND ALL OTHER PERSONS SINCE
THE DATE OF THE DESIGN-BUILD AGREEMENT;
(V)
A CERTIFICATION OF A FINANCIAL OFFICER OF THE BORROWER
CONFIRMING THAT THE REQUESTED FUNDING, WHEN CONSIDERED ON ITS OWN AND WHEN
CONSIDERED ON AN AGGREGATE BASIS WITH THE CUMULATIVE AMOUNT OF ALL PRIOR
FUNDINGS FOR THE ABERDEEN II PLANT, IS IN COMPLIANCE WITH THE DRAWDOWN
SCHEDULE (OR, IF SUCH FUNDING WOULD BE IN EXCESS
56
OF THE DRAWDOWN SCHEDULE, SUCH DEVIATION FROM THE DRAWDOWN SCHEDULE HAS BEEN
APPROVED BY THE INDEPENDENT ENGINEER AND THE ADMINISTRATIVE AGENT);
(VI)
THE BORROWER IS IN COMPLIANCE WITH ALL CONDITIONS SET FORTH
IN THIS SECTION 6.02, AND EACH OTHER APPLICABLE SECTION OF THIS ARTICLE VI, ON
AND AS OF THE PROPOSED FUNDING DATE, BEFORE AND AFTER GIVING EFFECT TO SUCH
FUNDING AND TO THE APPLICATION OF THE PROCEEDS THEREFROM;
(VII)
ALL REPRESENTATIONS AND WARRANTIES MADE BY EACH OF THE
BORROWER AND THE PLEDGORS IN THIS AGREEMENT AND EACH OF THE FINANCING DOCUMENTS
TO WHICH IT IS A PARTY ARE TRUE AND CORRECT ON AND AS OF SUCH FUNDING DATE
(EXCEPT WITH RESPECT TO REPRESENTATIONS AND WARRANTIES THAT EXPRESSLY REFER TO
AN EARLIER DATE), BEFORE AND AFTER GIVING EFFECT TO SUCH FUNDING AND TO THE
APPLICATION OF THE PROCEEDS THEREFROM; AND
(VIII)
SINCE OCTOBER 31, 2006, NO MATERIAL ADVERSE EFFECT HAS OCCURRED
AND IS CONTINUING.
(B)
INDEPENDENT ENGINEER'S CERTIFICATION. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AN INDEPENDENT ENGINEER'S CERTIFICATE IN RESPECT OF SUCH FUNDING NOTICE
DULY EXECUTED BY THE INDEPENDENT ENGINEER AND IN THE FORM ATTACHED AS EXHIBIT
J-2.
(C)
TITLE INSURANCE. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED LIEN WAIVER
STATEMENTS FOR THE ABERDEEN II PLANT, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED