Common use of Information Concerning the Borrower Clause in Contracts

Information Concerning the Borrower. The Borrower shall, and shall procure that the PMU will (as applicable): (a) deliver to the Bank: (i) each year, within one month after the approval of the State Budget, acting through its Ministry of Finance, a summary of the State Budget in tabular form; (ii) if available, financial reports and/or forecasts related to the Project and/or any individual Sub-Project; (iii) from time to time, such further information on the Borrower’s general financial situation as the Bank may reasonably require; and (iv) any such information or further document concerning customer due diligence matters of or for the Borrower and/or any Final Beneficiary as the Bank may reasonable require within a reasonable time; (b) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and (c) inform the Bank immediately of: (i) any fact which obliges the Borrower to prepay any financial indebtedness or any EU funding; (ii) any event or decision that constitutes or may result in a Prepayment Event; (iii) any intention on the Borrower’s part to grant any security over any of its assets in favour of a third party; (iv) any intention on the Borrower’s or the PMU’s or the PIUs’ or the Final Beneficiaries’ part to relinquish ownership of any material part of the Project and/or the Sub-projects; (v) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower or of the PMU or of the PIUs or of the Final Beneficiaries under this Contract; (vi) any Event of Default having occurred or being threatened or anticipated; (vii) any fact or event which results in any of its duly authorised agents, representatives of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects being a Sanctioned Person; (viii) to the extent permitted 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 the PMU or the PIUs or the Final Beneficiaries or their duly authorised agents, representatives of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects in connection with Prohibited Conduct related to the Loan or the Project and/or the Sub-projects; (ix) any measure taken by the Borrower pursuant to Article 6.09 (Integrity commitment) of this Contract (including measures taken to seek damages from the persons responsible for any loss resulting from any act of the nature described in Article 6.09); and (x) 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.

Information Concerning the Borrower. The Borrower shallSolely for the purpose of this ----------------------------------- Rollover Agreement and the Warrants, and shall procure that the PMU will (as applicable): (a) deliver to the Banknot for any other purpose whatsoever: (i) each yearThe Lender is familiar with the business and financial condition, within one month after the approval properties, operations and prospects of the State Budget, acting through its Ministry of Finance, a summary of the State Budget in tabular form;Borrower. (ii) The Lender has been given full access to all material information concerning the condition, properties, operations and prospects of the Borrower. The Lender and its advisors (if availableany) have had an opportunity to ask questions of, financial reports and/or forecasts related and to receive information from, the Project and/or Borrower and persons acting on its behalf concerning the terms and conditions of the Lender's investment in the Securities, and to obtain any individual Sub-Project;additional information necessary to verify the accuracy of the information and data received by the Lender. The Lender is satisfied that there is no material information concerning the condition, properties, operations and prospects of the Borrower of which the Lender is unaware. (iii) from time to timeThe Lender has made, either alone or together with its advisors (if any), such further information on independent investigation of the Borrower’s general financial situation , its management, and related matters as the Bank may reasonably requireLender deems to be, or the Lender's advisors (if any) have advised to be, necessary or advisable in connection with this investment; andand the Lender and its advisors (if any) have received all information and data which the Lender and its advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of investing in the Securities. (iv) any such information or further document concerning customer due diligence matters of or for The Lender understands that all the Borrower and/or any Final Beneficiary Lender's representations and warranties contained in this Rollover Agreement will be deemed to have been reaffirmed and confirmed as the Bank may reasonable require within a reasonable time; (b) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and (c) inform the Bank immediately of: (i) any fact which obliges the Borrower to prepay any financial indebtedness or any EU funding; (ii) any event or decision that constitutes or may result in a Prepayment Event; (iii) any intention on the Borrower’s part to grant any security over any of its assets in favour of a third party; (iv) any intention on the Borrower’s or the PMU’s or the PIUs’ or the Final Beneficiaries’ part to relinquish ownership of any material part of the Project and/or the Sub-projects;Closing. (v) any fact or event The Lender understands that is reasonably likely to prevent the substantial fulfilment of any obligation acceptance of the Borrower or Securities involves various risks, including the risk that it is unlikely that any market will exist for any resale of the PMU Securities, the Warrant Shares or the Conversion Shares and that resale of the PIUs or of Securities, the Final Beneficiaries under this Contract; (vi) any Event of Default having occurred or being threatened or anticipated; (vii) any fact or event which results in any of its duly authorised agents, representatives of the Borrower Warrant Shares or the PMU or the PIUs or the Final Beneficiaries (Conversion Shares will be restricted as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects being a Sanctioned Person; (viii) to the extent permitted 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 the PMU or the PIUs or the Final Beneficiaries or their duly authorised agents, representatives of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects in connection with Prohibited Conduct related to the Loan or the Project and/or the Sub-projects; (ix) any measure taken by the Borrower pursuant to Article 6.09 (Integrity commitment) of this Contract (including measures taken to seek damages from the persons responsible for any loss resulting from any act of the nature described in Article 6.09); and (x) 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 Changeherein provided.

Information Concerning the Borrower. The Borrower shall, and shall procure that the PMU will (as applicable): (a) The Borrower shall deliver to the Bank: (i) each year, as soon as they become available but in any event within one month 135 days after the approval end of the State Budgeteach of its Financial Years its Annual Financial Statements, acting through its Ministry of Financewhich shall include an annual report, balance sheet, profit and loss account and auditors report for that Financial Year, together with a summary of the State Budget Compliance Certificate as set out in tabular formSchedule B signed by two directors; (ii) if availableas soon as they become publicly available but in any event within 45 days after the end of each of the relevant accounting periods its interim quarterly report, financial reports and/or forecasts related to balance sheet and profit and loss account for each of the Project and/or any individual Sub-Projectfirst three quarters of each of its Financial Years together with a Compliance Certificate as set out in Schedule B signed by two directors; (iii) from time to time, such further information on the Borrower’s its general financial situation as the Bank may reasonably requirerequire or such certificates of compliance with the undertakings of Article 7 (Borrower undertakings and representations) as the Bank may deem necessary; and (iv) any such information or further document concerning customer due diligence matters of or for the Borrower and/or any Final Beneficiary as the Bank may reasonable reasonably require within a reasonable time;. (b) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and (c) The Borrower shall inform the Bank immediately of: (i) any fact which obliges the Borrower to prepay any financial indebtedness or any EU funding; (ii) any event or decision that constitutes or may result in a Prepayment Event; (iii) any intention on the Borrower’s part to grant any security over any of its assets in favour of a third party; (iv) any intention on the Borrower’s or the PMU’s or the PIUs’ or the Final Beneficiaries’ part to relinquish ownership of any material part of the Project and/or the Sub-projects; (v) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower or of the PMU or of the PIUs or of the Final Beneficiaries under this Contract; (vi) any Event of Default having occurred or being threatened or anticipated; (vii) any fact or event which results in any of its duly authorised agents, representatives of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects being a Sanctioned Person; (viiiii) to the extent permitted 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, belief is current, imminent threatened or pending pending: (A) against the Borrower or, upon it becoming aware of such events, its controlling entities or the PMU or the PIUs or the Final Beneficiaries or their duly authorised agents, representatives members of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects Borrower’s management bodies in connection with Prohibited Conduct related to the Loan or the Project and/or the Sub-projects;Investment; or (ixB) any measure taken by the Borrower pursuant to Article 6.09 (Integrity commitment) of this Contract (including measures taken to seek damages from the persons responsible for any loss resulting from any act of the nature described in Article 6.09); and (x) 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; (iii) any measure taken by the Borrower pursuant to Paragraph 6 (Integrity) of Schedule D; and (iv) any claim, action, proceeding, formal notice or investigation relating to any Sanctions concerning the Borrower or any Relevant Person.

Information Concerning the Borrower. The Borrower shall, and shall procure that the PMU will (as applicable): (a) The Borrower shall deliver to the Bank: (i) each year, as soon as they become available but in any event within one month [****] days after the approval end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, cash flow statement, profit and loss account and auditors report for that financial year together with a Compliance Certificate signed by one or more authorised signatories of the State BudgetBorrower as appropriate and the unconsolidated financial statements (audited, acting through its Ministry if available) of Finance, a summary of the State Budget in tabular formeach Obligor for such financial year; (ii) if availableas soon as they become available but in any event within [****] days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet, profit and loss account and cash flow statement for the first half-year of each of its financial reports and/or forecasts related to years together with a Compliance Certificate signed by [****] authorised signatories of the Project and/or any individual Sub-ProjectBorrower as appropriate; (iii) from time to time, such further information on the Borrower’s information, evidence or document concerning its general financial situation as or such certificates of compliance with the Bank may reasonably requireundertakings of Article 7 (Borrower undertakings and representations), when requested and within a reasonable time; and (iv) any such information or further document concerning customer the compliance with the due diligence matters requirements of the Bank including but not limited to “Know your customer” (KYC) or similar identification procedures, when requested and within a reasonable time; (v) from time to time, such further information, evidence or document concerning the factual information or documents provided to the Bank for the Borrower and/or any Final Beneficiary as the Bank may reasonable require purposes of entering into this Contract, when requested and within a reasonable time; (b) ensure that its accounting records fully reflect the operations relating to the financing, execution and operation of the Project; and (c) The Borrower shall inform the Bank immediately of: (i) any fact which obliges the Borrower to prepay any financial indebtedness Default or any EU funding; (ii) any event or decision that constitutes or may result in a Prepayment Event; (iii) any intention on the Borrower’s part to grant any security over any of its assets in favour of a third party; (iv) any intention on the Borrower’s or the PMU’s or the PIUs’ or the Final Beneficiaries’ part to relinquish ownership of any material part of the Project and/or the Sub-projects; (v) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower or of the PMU or of the PIUs or of the Final Beneficiaries under this Contract; (vi) any Event of Default having occurred or being threatened or anticipated; (vii) any fact or event which results in any of its duly authorised agents, representatives of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects being a Sanctioned Person; (viiiii) to the extent permitted 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, belief is current, imminent threatened or pending pending: (1) against the Borrower or the PMU its controlling entities or the PIUs or the Final Beneficiaries or their duly authorised agents, representatives members of the Borrower or the PMU or the PIUs or the Final Beneficiaries (as applicable) having direct decision and control powers in relation to the Loan and to the Project and/or the Sub-projects Borrower's management bodies in connection with Prohibited Conduct Criminal Offences related to the Loan or the Project and/or the Sub-projects;Investment; or (ix2) any measure taken by the Borrower pursuant to Article 6.09 (Integrity commitment) of this Contract (including measures taken to seek damages from the persons responsible for any loss resulting from any act of the nature described in Article 6.09); and (x) 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; (iii) any measure taken by the Borrower pursuant to Paragraph 8 (Integrity) of Schedule H (General Undertakings); (iv) any Change in the Beneficial Ownership of the Borrower; and (v) any Voluntary Non-EIB Prepayment that has occurred or is likely to occur.