The Borrower shall, and shall ensure (acting through the MoME) that the Promoter shall:
a)
deliver to the Bank:
(i)
the information in content and in form, and at the times, specified in Schedule A or otherwise as agreed from time to time by the Parties; and
(ii)
any such information or further document concerning the financing, procurement, implementation, operation and matters relating to Environment or Social Matters of or for the Project, or any information or further document required by the Bank to comply with its obligations under the NDICI-GE Regulation or the Financial Regulation, as the Bank may reasonably require within a reasonable time,
provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense and the Borrower shall provide such persons with all assistance necessary for the purpose;
b)
submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;
c)
promptly inform the Bank of:
(i)
any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter which is material with regard to environmental, social or other matters affecting the Project;
(ii)
any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it;
(iii)
any fact or event known to the Borrower, which may substantially prejudice or affect the conditions of execution or operation of the Project;
(iv)
any incident or accident relating to the Project which has or is likely to have a significant adverse effect on the Environment or on Social Matters;
(v)
any non-compliance by it with any Environmental and Social Standards;
(vi)
any suspension, revocation or material modification of any Environmental or Social Approval,
(vii)
a genuine allegation, complaint or information with regard to any Prohibited Conduct or any Sanction related to the Project;
(viii)
should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin; and
and set out the action to be taken with respect to such matters; and
d)
provide to the Bank, if so requested:
(i)
a certificate of its insurers showing fulfilment of the requirements of
annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums; and
(iii)
true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements.
the compliance with the due diligence requirements of the Bank for the Borrower and the Promoter, including, but not limited to “know your customer” (KYC) or similar identification and verification procedures,
when requested and within a reasonable time; and
b)
inform the Bank immediately of:
(i)
any material alteration to the Promoter’s statutes or shareholding structure and of any change of ownership of 5% or more of its shares after the date of this Contract;
(ii)
any fact which obliges it to prepay any financial indebtedness or any European Union funding;
(iii)
any event or decision that constitutes or may result in a Prepayment Event;
(iv)
any intention on its part to relinquish ownership of any material component of the Project;
(v)
any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;
(vi)
any Event of Default having occurred or being threatened or anticipated;
(vii)
unless prohibited by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower or its controlling entities or members of the Borrower’s management bodies in connection with Prohibited Conduct related to the Credit, the Loan or the Project; any measure taken by the Borrower pursuant to
any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change; and
(ix)
any claim, action, proceeding, formal notice or investigation relating to any Sanctions concerning the Borrower, Promoter, or any Relevant Person.
The Borrower shall, and shall ensure that the Promoter shall, allow the Bank, and when either required by the relevant mandatory provisions of EU law or pursuant to the NDICI-GE Regulation or the Financial Regulation, as applicable, the European Court of Auditors, the European Commission, the European Anti-Fraud Office and the European Public Prosecutor’s Office, as well as persons designated by the foregoing (each a “Relevant Party”), to:
(i)
visit the sites, installations and works comprising the Project;
(ii)
interview representatives of the Borrower and/or the Promoter, and not obstruct contacts with any other person involved in or affected by the Project;
(iii)
conduct such investigations, inspections, on-the-spot audits and checks as they may wish and review the Borrower’s and/or Promoter’s books and records in relation to the Loan, the Contract and the execution of the Project, and to be able to take copies of related documents to the extent permitted by the law; and
b)
The Borrower shall provide the Bank and any Relevant Party, or ensure that the Bank and the Relevant Parties are provided, with access to information, facilities and documentation, as well as with all necessary assistance, for the purposes described in this Article.
c)
Additionally, the Borrower shall allow the European Commission and the EU Delegation of the Republic of Serbia to participate in any monitoring missions organised by the Bank related to this Contract, the Loan or the Project.
d)
In the case of a genuine allegation, complaint or information with regard to a Prohibited Conduct related to the Loan and/or the Project, the Borrower shall consult with the Bank in good faith regarding appropriate actions. In particular, if it is proven that a third party committed a Prohibited Conduct in connection with the Loan and/or the Project with the result that the Loan was misapplied, the Bank may, without prejudice to the other provisions of this Contract, inform the Borrower if, in its view, the Borrower should take appropriate recovery measures against such third party. In any such case, the Borrower shall in good faith consider the Bank’s views and keep the Bank informed.
the Bank may be obliged to communicate information and materials relating to the Borrower, the Loan, the Contract and/or the Project to any institution or body of the European Union, including the European Court of Auditors, the European Commission, any relevant EU Delegation, the European Anti-Fraud Office and the European Public Prosecutor’s Office, as may be necessary for the performance of their tasks in accordance with EU Law (including the NDICI Regulation and the Financial Regulation); and
(ii)
the Bank may publish on its website and/or on social media, and/or produce press releases, containing information related to the financing provided pursuant to this Contract with the support of the EFSD+ DIW1 Guarantee, including the name, address and country of establishment of the Borrower, the purpose of the financing, and the type and amount of financial support received under this Contract.
b)
The Borrower:
(i)
acknowledges the origin of the EU financial support under the EFSD+ DIW1 Guarantee Agreement;
(ii)
shall ensure the visibility of the EU financial support under the EFSD+, in particular when promoting or reporting on the Borrower, this Contract, the Loan or the Project, and their results, in a visible manner on communication material related to the Borrower, this Contract, the Loan or the Project, and by providing coherent, effective and proportionate targeted information to multiple audiences, including the media and the public, provided that the content of the communication material has been previously agreed with the Bank; and
(iii)
shall consult with the Bank, the Commission and the EU Delegation of Republic of Serbia on communication about the signature of this Finance Contract.