TO IFC, SUCH SHARES
WILL BE DULY AND VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NON-ASSESSABLE
AND WILL BE FREE OF ANY LIEN AND WILL NOT BE SUBJECT TO PREEMPTIVE RIGHTS,
RIGHTS OF FIRST REFUSAL OR OTHER RESTRICTIONS ON TRANSFER, OTHER THAN THOSE
IMPOSED PURSUANT TO THE SUBSCRIPTION AGREEMENT AND SECURITIES LAWS OF GENERAL
APPLICATION.
THE ISSUANCE OF SUCH SHARES WILL NOT BE SUBJECT TO PREEMPTIVE OR
OTHER SIMILAR RIGHTS OF ANY HOLDER OF THE BORROWER'S SECURITIES;
(C)
ENFORCEABILITY.
THIS AGREEMENT AND ALL OTHER TRANSACTION
DOCUMENTS EXECUTED AND DELIVERED OR TO BE EXECUTED AND DELIVERED BY THE
BORROWER, WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, SHALL
HAVE BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND CONSTITUTE A LEGAL,
VALID AND BINDING AGREEMENT AND OBLIGATION OF THE BORROWER ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
GENERALLY RELATING TO OR AFFECTING CREDITORS' RIGHTS;
(D)
AUTHORIZATIONS.
(I) (A) THE AUTHORIZATIONS SPECIFIED IN ANNEX A
ARE ALL THE AUTHORIZATIONS (OTHER THAN AUTHORIZATIONS THAT ARE OF A ROUTINE
NATURE AND ARE OBTAINED IN THE ORDINARY COURSE OF BUSINESS) NEEDED BY THE
BORROWER AND ITS SUBSIDIARIES TO CONDUCT THEIR RESPECTIVE BUSINESSES, CARRY OUT
THE PROJECT AND EXECUTE, AND COMPLY WITH THEIR OBLIGATIONS UNDER, THIS AGREEMENT
AND EACH OF THE OTHER TRANSACTION DOCUMENTS TO WHICH ANY OF THEM IS A PARTY;
(B)
ALL AUTHORIZATIONS SPECIFIED IN SECTION (1) OF ANNEX A HAVE BEEN OBTAINED AND
ARE IN FULL FORCE AND EFFECT; AND
(C)
THE BORROWER AND THE RELEVANT SUBSIDIARIES HAVE APPLIED (OR ARE MAKING
ARRANGEMENTS TO APPLY) FOR ALL AUTHORIZATIONS SPECIFIED IN SECTION (2) AND
SECTION (3) OF ANNEX A, AND THE BORROWER HAS NO REASON TO BELIEVE THAT IT OR ANY
OF SUCH RELEVANT SUBSIDIARIES WILL NOT OBTAIN THOSE AUTHORIZATIONS IN A TIMELY
MANNER;
and
22
(II)
EXCEPT FOR RIGHTS THAT CAN REASONABLY BE EXPECTED TO BE OBTAINED ON COMMERCIALLY
REASONABLE TERMS AT THE TIME REQUIRED, THE PROJECT DOCUMENTS CONTAIN ALL RIGHTS
THAT ARE NECESSARY FOR:
(A)
THE CONSTRUCTION, COMPLETION, OPERATION AND OWNERSHIP OF THE PROJECT, AND
(B)
THE CONDUCT OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES AS CONTEMPLATED
BY THE TRANSACTION DOCUMENTS;
(E)
NO VIOLATION.
THE EXECUTION AND DELIVERY BY THE BORROWER OF THE
TRANSACTION DOCUMENTS AND THE PERFORMANCE BY THE BORROWER OF ITS OBLIGATIONS
THEREUNDER DO NOT AND WILL NOT (I) CONFLICT WITH OR RESULT IN A BREACH OF THE
TERMS, CONDITIONS OR PROVISIONS OF, (II) CONSTITUTE A DEFAULT UNDER, OR
(III) RESULT IN A VIOLATION OF, (X) ANY AUTHORIZATION, (Y) ANY MATERIAL WRITTEN
OR ORAL AGREEMENT OR INSTRUMENT, INCLUDING, WITHOUT LIMITATION, TRUST
INSTRUMENT, INDENTURE OR EVIDENCE OF INDEBTEDNESS, LEASE, CONTRACT OR OTHER
OBLIGATION OR COMMITMENT BINDING UPON THE BORROWER OR ANY SUBSIDIARY OR ANY OF
THEIR RESPECTIVE PROPERTIES OR ASSETS, TO THE EXTENT SUCH CONFLICT, DEFAULT OR
VIOLATION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (Z)
ANY FEDERAL, STATE, OR LOCAL LAW, RULE, REGULATION OR ORDINANCE, OR