SUCH OTHER MATTERS
RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS IFC MAY
REASONABLY REQUEST, IN FORM AND SUBSTANCE SATISFACTORY TO IFC;
(E)
[INTENTIONALLY OMITTED];
(F)
INSURANCE.
IFC HAS RECEIVED COPIES OF ALL INSURANCE POLICIES
REQUIRED TO BE OBTAINED PURSUANT TO SECTION 5.04 (INSURANCE) AND ANNEX B, AND A
CERTIFICATION OF THE BORROWER'S INSURERS OR INSURANCE AGENTS CONFIRMING THAT
SUCH POLICIES ARE IN FULL FORCE AND EFFECT AND ALL PREMIUMS THEN DUE AND PAYABLE
UNDER THOSE POLICIES HAVE BEEN PAID;
(G)
FEES.
IFC HAS RECEIVED THE FEES WHICH SECTION 2.08 (FEES)
REQUIRES TO BE PAID BEFORE THE DATE OF THE DISBURSEMENT;
31
(H)
LEGAL FEES AND EXPENSES.
IFC HAS RECEIVED THE REIMBURSEMENT OF
ALL REASONABLE INVOICED FEES AND EXPENSES OF IFC'S COUNSEL AS PROVIDED IN
SECTION 2.15 (B)(II) OR CONFIRMATION THAT THOSE FEES AND EXPENSES HAVE BEEN PAID
DIRECTLY TO THE COUNSEL;
(I)
[INTENTIONALLY OMITTED];
(J)
INCUMBENCY. IFC HAS RECEIVED A CERTIFICATE OF INCUMBENCY AND
AUTHORITY;
(K)
APPOINTMENT OF AGENT. THE BORROWER HAS DELIVERED TO IFC EVIDENCE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT D, OF APPOINTMENT OF AN AGENT FOR SERVICE
OF PROCESS PURSUANT TO SECTION 8.05 (APPLICABLE LAW AND JURISDICTION);
(L)
ENVIRONMENTAL MATTERS.
(I) THE BORROWER HAS COMPLETED AN S&EA
AND DELIVERED TO IFC THE ACTION PLAN, EACH IN FORM AND SUBSTANCE ACCEPTABLE TO
IFC, (II) THE BORROWER AND IFC HAVE AGREED ON THE FORM OF ANNUAL MONITORING
REPORT, AND (III) THE BORROWER IS IMPLEMENTING THE S&E MANAGEMENT SYSTEM
DILIGENTLY AND IN ACCORDANCE WITH THE TIMETABLE DESCRIBED IN THE ACTION PLAN AND
IN A MANNER CONSISTENT WITH THE PERFORMANCE STANDARDS;
(M)
NO DEFAULT.
NO EVENT OF DEFAULT AND NO POTENTIAL EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING;
(N)
USE OF PROCEEDS.
THE PROCEEDS OF THE DISBURSEMENT:
(I)
ARE, AT THE DATE OF THE REQUEST, NEEDED
BY THE BORROWER FOR THE PURPOSE OF THE PROJECT, OR WILL BE NEEDED FOR THAT
PURPOSE WITHIN FIVE (5) MONTHS OF THAT DATE; AND
(II)
ARE NOT IN REIMBURSEMENT OF, OR TO BE USED
FOR, EXPENDITURES IN THE TERRITORIES OF ANY COUNTRY THAT IS NOT A MEMBER OF THE
WORLD BANK OR FOR GOODS PRODUCED IN OR SERVICES SUPPLIED FROM ANY SUCH COUNTRY;
(O)
NO MATERIAL ADVERSE EFFECT.
SINCE THE DATE OF THIS AGREEMENT
NOTHING HAS OCCURRED WHICH HAS OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(P)
NO MATERIAL LOSS OR LIABILITY.
SINCE THE DATE OF THIS AGREEMENT
THE BORROWER AND ITS SUBSIDIARIES HAVE NOT INCURRED ANY LOSS OR LIABILITY
(EXCEPT SUCH LIABILITIES AS MAY BE INCURRED IN ACCORDANCE WITH SECTION 5.02
(NEGATIVE COVENANTS)) WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(Q)
REPRESENTATIONS AND WARRANTIES. THE REPRESENTATIONS AND WARRANTIES
MADE IN ARTICLE III ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF THE DISBURSEMENT WITH THE SAME EFFECT AS IF THOSE REPRESENTATIONS
AND WARRANTIES HAD BEEN MADE ON AND AS OF THE DATE OF THE DISBURSEMENT;
32
(R)
NO VIOLATIONS.
AFTER GIVING EFFECT TO THE DISBURSEMENT,