Zakon o potvrđivanju Garancije između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija, kao Garanta i Deutsche Bank AD Španija, kao Vodećeg mandatnog aranžera i Deutsche Bank AG kao Prvobitnog zajmodavca i Deutsche Bank AG, kao agenta koja se odnosi na Ugovor o kreditnom aranžmanu u iznosu do 263.874.992,80 evra uz podršku CESCE

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Član 6. Zakon o potvrđivanju Garancije između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija, kao Garanta i Deutsche Bank AD Španija, kao Vodećeg mandatnog aranžera i Deutsche Bank AG kao Prvobitnog zajmodavca i Deutsche Bank AG, kao agenta koja se odnosi na Ugovor o kreditnom aranžmanu u iznosu do 263.874.992,80 evra uz podršku CESCE – Undertakings

Član6.

Undertakings

The Guarantor undertakes to each Finance Party from the date of this Guarantee until it ceases to have any obligations (actual or contingent) under this Guarantee in the terms set out in clause 6.1 (Authorisations) to clause 6.5 (Financial documents).
6.1 Authorisations
The Guarantor shall do all that is necessary to enable it lawfully to enter into and perform its obligations under this Guarantee and to ensure the legality, validity, enforceability and admissibility in evidence in the Republic of Serbia and in England of this Guarantee, including but not limited to enactment of this Guarantee in the form of law on ratification passed by the National Assembly of the Republic of Serbia pursuant to the Public Debt Act, promulgation of such law by the President of the Republic of Serbia, publication of the Official Gazette of Republic of Serbia in which such law on ratification has been published and the entering into force of such law on ratification ("Enactment"), as a condition precedent to the first Utilisation under the Facility Agreement.
6.2 No misleading information
a)
The Guarantor shall not take any action which would cause any of the representations made in clause 5 (Representations and warranties) to be untrue at any time during the continuation of this Guarantee.
b)
The Guarantor shall notify the Agent of the occurrence of any event which results in or may reasonably be expected to result in any of the representations made in clause 5 (Representations and warranties) being untrue when made or when deemed to be repeated.
6.3 Pari passu ranking
Under the laws of the Republic of Serbia, the Guarantor shall ensure that the claims of the Finance Parties against it under this Guarantee will rank at least pari passu with the claims of all its other unsecured creditors. 6.4 IMF
The Guarantor shall ensure that it will at all times continue to be a member of the International Monetary Fund and be fully eligible to use the general resources of the International Monetary Fund.
6.5 Financial documents
The Guarantor shall deliver to the Agent (in sufficient copies for all the Lenders) as soon as the same become available, but in any event within 180 days after the end of each of its financial years the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that calendar year.
6.6 Budget appropriations
The Guarantor shall ensure that any amounts that may be payable under this Guarantee are appropriated in the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for each calendar year.
6.7 Anti-bribery and corruption and anti-money laundering
The Guarantor shall (and shall ensure that its departments, ministries, agencies or ministers, any entity controlled by it, or any associated person or party acting on its behalf, will) in the context of the project of which the Commercial Contract forms part, conduct its businesses in compliance with applicable Anti-Bribery and Corruption Laws and applicable Anti-Money Laundering Laws.
6.8 Sanctions
a)
The Guarantor will (and shall ensure that its departments, ministries, agencies or ministers, any entity controlled by it, or any associated person or party acting on its behalf will) comply with Sanctions and will, in the context of the project of which the Commercial Contract forms part and/or the transactions contemplated by the Facility Agreement and this Guarantee, in particular not directly or indirectly use all or any parts of the proceeds of the Facility, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity:
(i)
to fund or facilitate any activities of or business with any Sanction Target;
(ii)
located, organized or resident in a Sanctioned Territory; or
(iii)
to fund or facilitate any activities of or business in any Sanctioned Territory; or
(iv)
in any other manner that will result in a violation by the Guarantor or any of its Subsidiaries or any other Person participating in the transaction, whether as initial purchase, advisor, investor or otherwise of Sanctions.
b)
If the Guarantor becomes aware that it (or any of its departments, ministries, agencies or ministers, any entity controlled by it, or any associated person or party acting on its behalf in the context of the project of which the Commercial Contract forms part and/or the transactions contemplated by the Facility Agreement and this Guarantee) is or becomes subject to any Sanctions or if any Sanctions-related investigations or juridical proceedings are commenced or threatened against it, it shall promptly, but in any event no later than five (5) Business Days, notify the Agent of the details and provide any further information to the Agent it may reasonably request.
c)
The Sanction Provisions under paragraph (a) above do not apply to the Guarantor, if and to the extent that compliance with such undertakings results in a violation of or conflict with any Blocking Regulation.
d)
In relation to each Restricted Finance Party, the Sanctions Provisions shall not apply for the benefit of that Restricted Finance Party if and to the extent that they would result in any violation of, conflict with or liability under any Blocking Regulation.
e)
In connection with any Relevant Measure relating to any part of a Sanctions Provision of which a Finance Party that is a Restricted Finance Party does not have the benefit pursuant to paragraph (d) above, the Commitments of that Finance Party will be excluded for the purpose of determining whether the consent of the requisite Finance Parties has been obtained or whether the Relevant Measure by the requisite Finance Parties has been made.

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