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Section 2. Conditions Precedent. The amendments set forth herein are conditioned <br />upon Lender's receipt of the following items in form and substance acceptable to Lender: <br />(a) This Amendment, properly executed on behalf of Issuer, Borrower, <br />Collateral Agent and Lender; <br />(b) The First Amendment to the Mortgage, properly executed on behalf of <br />Borrower and Collateral Agent; <br />(c) The First Amendment to the Environmental Indemnity Agreement of even <br />date herewith, properly executed on behalf of Borrower, Canadian Guarantor and <br />Collateral Agent; <br />(d) An opinion of Bond Counsel, addressed to Lender, Collateral Agent and <br />Issuer, in form and substance acceptable to Lender, Collateral Agent and Issuer; <br />(e) A tax certificate and agreement, properly executed on behalf of Issuer and <br />Borrower (the "2013 Tax Regulatory Agreement "). <br />(f) A properly completed Form 8038 executed on behalf of Issuer; <br />(g) A certificate of the Secretary or an Assistant Secretary of Borrower, <br />certifying as to (i) the consent of the members and /or managers of Borrower, authorizing <br />the execution, delivery and performance of this Amendment, the First Amendment to the <br />Mortgage, the First Amendment to the Environmental Indemnity Agreement and any <br />related documents, (ii) the operating agreement of Borrower and (iii) the signatures of the <br />managers, officers or agents of Borrower authorized to execute and deliver this <br />Amendment, the First Amendment to the Mortgage, the First Amendment to the <br />Environmental Indemnity Agreement and other instruments, agreements and certificates <br />on behalf of Borrower. <br />(h) Currently certified copies of the Articles of Organization of Borrower. <br />(i) A Certificate of Good Standing issued as to Borrower by the Secretary of <br />State of the state of Borrower's organization not more than 30 days prior to the Effective <br />Date. <br />0) A certificate of the Secretary or Assistant Secretary of Canadian <br />Guarantor, certifying as to (i) the resolution of the board of directors of Canadian <br />Guarantor, ratifying the Guaranty, (ii) the bylaws of Canadian Guarantor and (iii) the <br />signatures of the officers or agents or Canadian Guarantor authorized to acknowledge this <br />Amendment and to execute the First Amendment to the Environmental Indemnity <br />Agreement and to execute any other instruments, agreements and certificates on behalf of <br />Canadian Guarantor. <br />(lc) Currently certified copies of the Articles of Incorporation of Canadian <br />Guarantor. <br />A -2 <br />4815 -8122- 1143.2 <br />2 -4 <br />