THE PLEDGORS OF THE
LIENS GRANTED UNDER THE SECURITY DOCUMENTS AND THE VALIDITY, PERFECTION AND
ENFORCEABILITY THEREOF (THE "NECESSARY PROJECT APPROVALS") ARE LISTED IN
SCHEDULE 5.03;
(II)
THE NECESSARY PROJECT APPROVALS LISTED IN PART A OF
SCHEDULE 5.03 HAVE BEEN OBTAINED, ARE IN FULL FORCE AND EFFECT, ARE PROPERLY IN
THE NAME OF THE APPROPRIATE PERSON, HAVE BEEN VALIDLY ISSUED AND ARE FINAL AND
NON-APPEALABLE;
(III)
THE NECESSARY PROJECT APPROVALS LISTED IN PART B OF
SCHEDULE 5.03
RELATE TO THE ABERDEEN II PLANT AND ARE NOT REQUIRED UNDER
APPLICABLE LAWS TO BE OBTAINED PRIOR TO THE CLOSING DATE (COLLECTIVELY, THE
"DEFERRED APPROVALS") AND ARE MINISTERIAL IN NATURE OR ARE OF A TYPE THAT CAN BE
OBTAINED, AS REQUIRED, IN THE NORMAL COURSE OF DEVELOPMENT AND CONSTRUCTION OF
THE ABERDEEN II PLANT; AND
(IV)
PART B OF SCHEDULE 5.03 SPECIFIES THE DATE BY WHICH, OR
STAGE OF CONSTRUCTION OR OPERATION FOR WHICH, EACH DEFERRED APPROVAL INCLUDED
THEREIN IS REQUIRED TO BE OBTAINED.
(B)
ON EACH FUNDING DATE, ALL NECESSARY PROJECT APPROVALS (INCLUDING ALL
DEFERRED APPROVALS) WHICH AS OF SUCH FUNDING DATE ARE REQUIRED TO BE OBTAINED
HAVE BEEN OBTAINED, ARE IN FULL FORCE AND EFFECT, ARE PROPERLY IN THE NAME OF
THE APPROPRIATE PERSON, ARE VALIDLY ISSUED AND ARE FINAL AND NON-APPEALABLE.
32
(C)
THE BORROWER MAY UPDATE AND CORRECT, WITH APPROVAL OF THE ADMINISTRATIVE
AGENT, ANY REFERENCE TO A NECESSARY PROJECT APPROVAL ON SCHEDULE 5.03 THAT HAS
BEEN REPLACED IN ACCORDANCE WITH APPLICABLE LAW.
(D)
THE INFORMATION SET FORTH IN EACH APPLICATION (INCLUDING ANY UPDATES OR
SUPPLEMENTS THERETO) SUBMITTED BY OR ON BEHALF OF THE BORROWER IN CONNECTION
WITH EACH NECESSARY PROJECT APPROVAL THAT HAS BEEN SUBMITTED AS OF THE DATE THIS
REPRESENTATION IS MADE OR DEEMED REPEATED, WAS ACCURATE AND COMPLETE AT THE TIME
OF SUBMISSION AND CONTINUES TO BE ACCURATE AND COMPLETE, IN EACH CASE TO THE
EXTENT REQUIRED FOR THE ISSUANCE OR CONTINUED EFFECTIVENESS OF SUCH NECESSARY
PROJECT APPROVAL (EXCEPT, WITH RESPECT TO CONTINUED EFFECTIVENESS, FOR NECESSARY
PROJECT APPROVALS THAT ARE SUBJECT TO A SUPPLEMENTAL FILING SHOWN ON PART B OF
SCHEDULE 5.03 THAT HAS NOT YET BEEN FILED), AND THE BORROWER DOES NOT HAVE ANY
KNOWLEDGE OF ANY EVENT, ACT, CONDITION OR STATE OF FACTS INCONSISTENT WITH SUCH
INFORMATION.
(E)
THE BORROWER REASONABLY BELIEVES THAT EACH NECESSARY PROJECT APPROVAL THAT
REMAINS TO BE OBTAINED WILL BE OBTAINED IN A FINAL AND NON-APPEALABLE FORM IN
THE ORDINARY COURSE WITHOUT UNDUE DELAY OR MATERIAL EXPENSE AND WITHOUT
UNANTICIPATED EXPENSIVE OR BURDENSOME CONDITIONS PRIOR TO THE TIME IT IS
REQUIRED TO BE OBTAINED UNDER APPLICABLE LAW. THERE IS NO ACTION, SUIT,
INVESTIGATION OR PROCEEDING PENDING OR, TO THE KNOWLEDGE OF THE BORROWER,
THREATENED IN WRITING THAT WOULD REASONABLY BE EXPECTED TO RESULT IN THE
MATERIAL MODIFICATION, RESCISSION, TERMINATION, OR SUSPENSION OF ANY
GOVERNMENTAL APPROVAL REFERRED TO IN SCHEDULE 5.03 OBTAINED PRIOR TO THE DATE
THIS REPRESENTATION IS MADE OR DEEMED MADE.
SECTION 5.04
INVESTMENT COMPANY ACT. THE BORROWER IS NOT, AND AFTER GIVING
EFFECT TO THE LOANS AND