8.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
(a) it carries out its activities according to the laws, decrees, regulations and
other texts applicable to it; in particular, it complies with the applicable laws on fraud, corruption, money laundering and financing of terrorism;
(b) it is not and none of its officers, directors, agent or employees is a Sanctioned
Person or is the subject of a final and irrevocable court ruling in connection with Prohibited Practices perpetrated in the exercise of its professional duties and none of them did or does enter into business relationships with Sanctioned Persons;
(c) its competent bodies have authorised it to enter into the Agreement and have
given the signatory(ies) the authorisation therefor, in accordance with the laws, decrees, regulations and other texts applicable to it;
(d) the execution and delivery of, the performance of its obligations under and
compliance with the provisions of this Agreement do not:
(i) contravene or conflict with any applicable law, statute, rule or regulation,
or any judgment, decree or permit to which it is subject;
(ii) contravene or conflict with any Debt Instrument or any other agreement
binding upon it which might reasonably be expected to give rise to a Material Adverse Change;
(e) no event or circumstance is outstanding that constitutes a default under any
Debt Instrument or any other agreement, which is binding on it or to which its assets are subject, which might reasonably be expected to give rise to a Material Adverse Change;
(f) no Security has been granted to a third party in breach of Sub-clause 7.2;
(g) no litigation, arbitration or administrative proceedings of or before any court,
arbitral tribunal or agency which might reasonably be expected to give rise to a Material Adverse Change have (to the best of its knowledge and belief) been started or threatened against it; and
(h) it has received a copy of the Loan Regulations, the Loan Policy, the
Environmental and Social Safeguards Policy, the Procurement Guidelines and the Data Protection Regulation and has taken note thereof.
The above representations and warranties are deemed repeated on the date of signature of each Disbursement Request and on the date of each Certificate. Any change in relation to the above representations and warranties must, for the entire Loan period, be notified and any supporting documents provided to the CEB immediately after the Borrower having become aware of the change.
If any of the above representations and warranties is or proves to have been incorrect or misleading in any respect, this would constitute an event in the terms of Article 3.3 (h) of the Loan Regulations and may give rise to the suspension, cancellation or early reimbursement 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.