The undertakings in this Article 6 remain in force from the date of this Contract for so long as any amount is outstanding under this Contract or the Credit is in force.
The Borrower shall ensure that all amounts borrowed by it under this Contract are made available to the Promoter and the Final Beneficiary exclusively for the financing of the Project and in such manner and time as to allow the Promoter and the Final Beneficiary to implement the Project under the terms of the Project Implementation Agreement.
The Borrower shall ensure that it has available to it the other funds listed in Recital (c) and that such funds are expended, to the extent required, on the financing of the Project.
Furthermore, the Borrower shall have available and use the necessary funds to carry out the expropriation and resettlement process in accordance with the EIB Environmental and Social Standards, in particular for providing adequate housing to any project affected persons that need to be resettled, and more specifically for affected facilities and persons as determined by the Resettlement Action Plan.
If the total cost of the Project exceeds the estimated figure set out in Recital (c), the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description. The plans for funding the excess cost shall be communicated to the Bank without delay.
The Borrower undertakes and shall ensure that the Promoter and the Final Beneficiary undertake to procure works, goods and services for the Project by procurement procedures agreed with the Bank and complying, to the Bank's satisfaction, with its policy as described in its Guide to Procurement. The review procedures for remedies, as provided for in Serbian law, shall be available to any party having had an interest in obtaining a particular contract and who has been or risk being harmed by an alleged infringement.
The Borrower shall comply in all respects with all laws to which it or the Project is subject and the breach of which would materially impair the ability of the Borrower to perform its obligations under this Contract.
The Borrower shall not engage in (and shall not authorise or permit any other person acting on its behalf to engage in) any Prohibited Conduct in connection with the Project, any tendering procedure for the Project, or any transaction contemplated by the Contract.
(ii)
The Borrower, through the Promoter undertakes to take such action as the Bank shall reasonably request to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project.
(iii)
The Borrower through the Promoter undertakes to ensure that contracts financed by this Loan include the necessary provisions to enable the Borrower to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project.
b)
Sanctions
The Borrower shall not, and shall procure that the Promoter shall not, directly or indirectly:
i)
enter into a business relationship with, and/or make any funds and/or economic resources available to, or for the benefit of, any Sanctioned Person in connection with the Project,
ii)
use all or part of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any person in any manner that would result in a breach by itself and/or by the Bank of any Sanctions; or
iii)
fund all or part of any payment under this Contract or the Project Implementation Agreement out of proceeds derived from activities or businesses with a Sanctioned Person, or in any manner that would result in a breach by itself and/or by the Bank of any Sanctions.
It is acknowledged and agreed that the undertakings set out in this
(b) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti- boycott rule of the EU such as Regulation (EC) 2271/96.
c)
Relevant Persons
The Borrower shall undertake to take within a reasonable timeframe appropriate measures in respect of any Relevant Person who is the subject of a final and irrevocable court ruling in connection with Prohibited Conduct perpetrated in the course of the exercise of their professional duties, in order to ensure that such Relevant Person is excluded from any of the activities in relation to the Loan and to the Project.
When disclosing information (other than mere contact information relating to the Borrower’s personnel involved in the management of this Contract ("Contact Details")) to the Bank in connection with this Contract, the Borrower shall redact or otherwise amend that information (as necessary) so that it does not contain any information relating to identified or identifiable individuals ("Personal Information"), except where this Contract specifically requires, or the Bank specifically requests in writing, to disclose such information in the form of Personal Information.
b)
Before disclosing any Personal Information (other than Contact Details) to the Bank in connection with this Contract, the Borrower shall ensure that each individual to whom such Personal Information relates:
(i)
has been informed of the disclosure to the Bank (including the categories of Personal Information to be disclosed); and
(ii)
has been advised on the information contained in the Bank’s privacy statement in relation to its lending and investment activities as set out from time to time at https://www.eib.org/en/privacy/lending (or such other address as the Bank may notify to the Borrower in writing from time to time).
The Borrower represents and warrants to the Bank that:
a)
it has the power to execute, deliver and perform its obligations under this Contract and all necessary governmental and other action have been taken to authorise the execution, delivery and performance of the same by it;
b)
this Contract constitutes its legally valid, binding and enforceable obligations;
c)
the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not and will not contravene or conflict with:
(i)
any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;
(ii)
any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Contract;
d)
there has been no Material Adverse Change since 8 July 2024;
e)
no event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived;
f)
no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it any unsatisfied judgement or award;
g)
it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence;
h)
its payment obligations under this Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law;
i)
it is in compliance with all undertakings under this Article 6;
j)
no loss of rating clause or financial covenants have been concluded with any other creditor of the Borrower;
k)
to the best of its knowledge, no funds invested in the Project by the Borrower are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; and
l)
neither the Borrower, nor, to the best of its knowledge, any Relevant Person has committed (i) any Prohibited Conduct in connection with the Project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering;
m)
the Project (including without limitation, the negotiation, award and performance of contracts financed or to be financed by the Loan) has not involved or given rise to any Prohibited Conduct;
n)
none of the Borrower and/or, to the best of its knowledge, any Relevant Person:
(i)
is a Sanctioned Person; or
(ii)
is in breach of any Sanctions that apply to it, the Promoter or any Relevant Person (respectively).
It is acknowledged and agreed that the representations set out in this paragraph (n) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti- boycott rule of the EU such as Regulation (EC) 2271/96.
o)
the Declaration on Honour dated 7 August 2025 is true in all respects;
The representations and warranties set out above are made on the date of this Contract and are, with the exception of the representation set out in paragraph (d) above, deemed repeated with reference to the facts and circumstances then existing on the date of each Disbursement Acceptance, each Disbursement Date and each Payment Date.