5.1This Agreement is entered into by and between AGRA and the Grantee on the basis of the following representations and warranties made by the Grantee:

(i) the Grantee is legally empowered to enter into this Agreement and to receive funds on the terms set out in this Agreement and there is no legal or other restriction on its ability to perform its obligations in respect of this Agreement;

(ii) the Grantee has established and shall maintain precautions to prevent its employees, agents or representatives from making, receiving, providing or offering substantial gifts, entertainment, payments, loans or other consideration to employees, agents or representatives of AGRA for the purpose of influencing those persons to act contrary to the best interest of AGRA or otherwise. This obligation shall apply to the activities of the employees of the Grantee in their relations with the employees of AGRA and their families and/or third parties arising from this Agreement;

(iii) that the Grantee has not and will not influence the action of, solicit, receive from, collude with, offer or give any payments to any person holding a public office or a director, official or employee of a public authority, public enterprise or any other organization in order to obtain, retain or secure any improper benefit or advantage and upon becoming aware of any fact or informative suggestive of the commission of any such act, the Grantee shall inform AGRA;

(iv)the Grantee is not in violation of any statute or regulation of any competent authority and/or its country of registration and no judgment or order has been issued which has or is likely to have any material adverse effect on the Grantee’s operations or make it improbable that the Grantee will be able to observe or perform its obligations under this Agreement;

(v) that there is no material litigation arbitration or administrative proceedings pending or, to the best of the Grantee’s knowledge threatened against the Grantee.

5.2The foregoing representations and warranties shall be deemed to be given and made on and as of the commencement date of this Agreement and are continuing representations and warranties which are deemed to be repeated during the continuance of this Agreement.