IS A PARTY AND TO REQUEST ADVANCES;
(C)
A TRUE AND ACCURATE COPY OF THE CERTIFICATE
OF FORMATION OR ARTICLES OF INCORPORATION (OR THE EQUIVALENT) OF SUCH BORROWER
WITH ALL AMENDMENTS THERETO, CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICIAL
OF THE
37
JURISDICTION OF ORGANIZATION AS OF A DATE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT; AND
(D)
A TRUE AND ACCURATE COPY OF THE OPERATING
AGREEMENT OR BYLAWS (OR OTHER CONSTITUTIVE DOCUMENTS) FOR SUCH BORROWER.
(XIII)
A CERTIFICATE OF GOOD STANDING FOR EACH BORROWER
IN THE JURISDICTION OF ITS FORMATION OR INCORPORATION AND, WITH RESPECT TO THE
BORROWERS' AGENT, IN THE STATES OF IOWA AND MINNESOTA AND EACH OTHER
JURISDICTION WHERE THE CHARACTER OF THE PROPERTIES OWNED OR LEASED BY SUCH
BORROWER MAKES SUCH QUALIFICATION NECESSARY, CERTIFIED BY THE APPROPRIATE
GOVERNMENTAL OFFICIALS AS OF A DATE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(XIV)
A CERTIFICATE DATED THE CLOSING DATE OF THE CHIEF
EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF EACH BORROWER CERTIFYING AS TO
THE MATTERS SET FORTH IN SECTIONS 3.3 (A) AND
(B) BELOW.
(XV)
THE INITIAL BORROWING BASE CERTIFICATE, AS OF
THE LAST DAY OF THE MOST RECENT MONTH END PRIOR TO THE CLOSING DATE.
(XVI)
INSURANCE CERTIFICATES IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE LENDERS LISTING THE ADMINISTRATIVE AGENT AS LOSS
PAYEE THEREOF AND INDICATING THAT THE BORROWER HAS OBTAINED INSURANCE IN
COMPLIANCE WITH SECTION 5.3 WITH RESPECT TO EACH OF THE BUSINESSES AND REAL
PROPERTIES OF THE BORROWERS IN SUCH AMOUNTS AND WITH SUCH CARRIERS REASONABLY
ACCEPTABLE TO THE LENDERS.
(XVII)
LANDLORD'S WAIVERS AND/OR BAILEE'S WAIVERS FOR
LOCATIONS IDENTIFIED ON SCHEDULE 3.1(A).
(B)
OPINIONS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED EXECUTED LEGAL OPINIONS OF LINDQUIST & VENNUM AND RAMSEY, BAXLEY &
MCDOUGLE, COUNSEL TO THE BORROWERS, DATED THE CLOSING DATE, DELIVERED TO THE
ADMINISTRATIVE AGENT IN SUFFICIENT COUNTERPARTS FOR EACH LENDER AND IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE LENDERS.
(C)
COMPLIANCE.
EACH BORROWER SHALL HAVE
PERFORMED AND COMPLIED WITH ALL AGREEMENTS, TERMS AND CONDITIONS CONTAINED IN
THIS AGREEMENT REQUIRED TO BE PERFORMED OR COMPLIED WITH BY SUCH BORROWER PRIOR
TO OR SIMULTANEOUSLY WITH THE CLOSING DATE.
(D)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED THE RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE
JURISDICTIONS WHERE THE ASSETS OF THE BORROWERS ARE LOCATED, AND SUCH SEARCH
SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF THE BORROWERS EXCEPT FOR THOSE
LIENS PERMITTED BY SECTION 6.13 OR DISCHARGED ON OR PRIOR TO THE CLOSING DATE
PURSUANT TO A DOCUMENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
ENVIRONMENTAL MATTERS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED A PHASE I ENVIRONMENTAL SITE ASSESSMENT WITH RESPECT
TO THE MOARK PROPERTY AND RENVILLE PROPERTY PREPARED BY THE BORROWERS'
ENVIRONMENTAL CONSULTANT, ALONG WITH A CORRESPONDING RELIANCE LETTER FROM SUCH
ENVIRONMENTAL CONSULTANT, CONFIRMING THAT NO HAZARDOUS SUBSTANCES WERE FOUND IN,
ON OR UNDER THE MOARK PROPERTY OR RENVILLE PROPERTY AND THE LENDERS SHALL
OTHERWISE BE SATISFIED IN ALL RESPECTS WITH AN ENVIRONMENTAL DUE DILIGENCE
INVESTIGATION OF THE BORROWERS, INCLUDING WITH