Appendix 4
APPENDIX 4
Form of Certificate
[INSERT LETTERHEAD]
To: Council of Europe Development Bank
From: [BORROWER]
Date: [NOT EARLIER THAN FIVE (5) BUSINESS DAYS BEFORE THE
DISBURSEMENT REQUEST]
Subject: Framework Loan Agreement between Council of Europe Development
Bank and [BORROWER] dated [●] (the “Agreement”).
Dear Sir or Madam,
Terms defined in the Agreement have the same meaning when used in this Certificate. For the purposes of Sub-clause 4.5 of the Agreement, we hereby certify to you as follows:
(a) No Material Adverse Change has occurred, as compared with the situation at
the date of signature of the Agreement;
(b) No Cross-Default Event has occurred;
(c) None of the Borrower’s Debt Instruments includes loss-of-rating, financial
ratios or pari passu provisions that are stricter than any equivalent provision of the Agreement;
(d) The representations and warranties to be made or repeated by us under
Clause 8 of the Agreement are true in all respects; in particular, no Security has been granted to a third party in breach of Sub-clause 7.2 of the Agreement; and
(e) No event or circumstance which could give rise to the early reimbursement,
suspension or cancellation of the Loan under the terms of Articles 3.3 (Early reimbursement of disbursed loans), 3.5 (Suspension by the Bank of undisbursed loans) and 3.6 (Cancellation by the Bank of undisbursed loans) of the Loan Regulations has occurred or may reasonably be expected to/is likely to occur.
For the [BORROWER]
[INSERT NAME(S)/TITLE(S)]