EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT;
(AA)
NO ANTI-DILUTION RIGHTS.
THE TRANSACTIONS CONTEMPLATED HEREBY WILL
NOT TRIGGER ANY ANTI-DILUTION PROVISIONS CONTAINED IN ANY EXISTING AGREEMENTS;
AND
(BB)
NO MATERIAL OMISSIONS.
NEITHER THIS AGREEMENT NOR ANY SCHEDULE,
EXHIBIT OR CERTIFICATE OF THE BORROWER MADE OR DELIVERED PURSUANT TO THIS
AGREEMENT CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OF FACT, OR OMITS OR
WILL OMIT TO STATE A MATERIAL FACT THE ABSENCE OF WHICH MAKES SUCH
REPRESENTATION, WARRANTY OR OTHER STATEMENT OF THE BORROWER MISLEADING.
SECTION 3.02.
IFC RELIANCE.
THE BORROWER ACKNOWLEDGES THAT IT MAKES THE
REPRESENTATIONS AND WARRANTIES IN SECTION 3.01 (REPRESENTATIONS AND WARRANTIES)
WITH THE INTENTION OF INDUCING IFC TO ENTER INTO THIS AGREEMENT AND THAT IFC
ENTERS INTO THIS AGREEMENT ON THE BASIS OF, AND IN FULL RELIANCE ON, EACH OF
SUCH REPRESENTATIONS AND WARRANTIES.
ARTICLE IV
CONDITIONS OF DISBURSEMENT
SECTION 4.01.
CONDITIONS OF DISBURSEMENT.
THE OBLIGATION OF IFC TO MAKE THE
DISBURSEMENT IS SUBJECT TO THE FULFILLMENT PRIOR TO OR CONCURRENTLY WITH THE
MAKING OF THE DISBURSEMENT OF THE FOLLOWING CONDITIONS:
(A)
TRANSACTION DOCUMENTS.
ALL OF THE TRANSACTION DOCUMENTS, EACH IN
FORM AND SUBSTANCE SATISFACTORY TO IFC, HAVE BEEN ENTERED INTO BY ALL PARTIES TO
THEM AND HAVE BECOME (OR, AS THE CASE MAY BE, REMAIN) UNCONDITIONAL AND FULLY
EFFECTIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS (EXCEPT FOR THIS AGREEMENT
HAVING BECOME UNCONDITIONAL AND FULLY EFFECTIVE, IF THAT IS A CONDITION OF ANY
OF THOSE AGREEMENTS), AND IFC HAS RECEIVED A COPY OF EACH OF THOSE AGREEMENTS TO
WHICH IT IS NOT A PARTY;
30
(B)
CHARTER AMENDMENTS.
THE BORROWER HAS CERTIFIED TO IFC THAT NO
AMENDMENT HAS BEEN MADE TO THE BORROWER'S CHARTER SINCE THE EFFECTIVE DATE OF
OCTOBER 11, 2007, OR IF ANY SUCH AMENDMENT WAS MADE, IFC HAS RECEIVED A COPY OF
THE BORROWER'S AMENDED CHARTER AND DETERMINED, IN ITS REASONABLE JUDGMENT, THAT
IT IS NOT INCONSISTENT WITH THE PROVISIONS OF ANY TRANSACTION DOCUMENT AND DOES
NOT HAVE OR MAY NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(C)
AUTHORIZATIONS.
THE BORROWER HAS OBTAINED, AND PROVIDED TO IFC
COPIES OF, ALL AUTHORIZATIONS LISTED IN SECTION (1) AND SECTION (2) OF ANNEX A,
AND SUCH OTHER AUTHORIZATIONS NOT LISTED IN THOSE SECTIONS THAT MAY BECOME
NECESSARY FOR:
(I)
THE C LOAN;
(II)
THE BUSINESS OF THE BORROWER AS IT IS
PRESENTLY CARRIED ON AND IS CONTEMPLATED TO BE CARRIED ON;
(III)
THE PROJECT;
(IV)
THE DUE EXECUTION, DELIVERY, VALIDITY AND
ENFORCEABILITY OF, AND PERFORMANCE BY THE BORROWER OF ITS OBLIGATIONS UNDER,
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AND ANY OTHER DOCUMENTS
NECESSARY OR DESIRABLE TO THE IMPLEMENTATION OF ANY OF THOSE AGREEMENTS OR
DOCUMENTS; AND
(V)
THE REMITTANCE TO IFC OR ITS ASSIGNS IN
DOLLARS OF ALL MONIES PAYABLE BY THE BORROWER WITH RESPECT TO THE TRANSACTION
DOCUMENTS;
and all those Authorizations are in full force and effect;
(D)
LEGAL OPINIONS.
IFC HAS RECEIVED A LEGAL OPINION OF ADAMS AND
REESE LLP COVERING THE MATTERS SET FORTH IN ANNEX D AND