Zakon o potvrđivanju Ugovora o kreditnom aranžmanu kupca između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija u svojstvu Zajmoprimca aranžiran od strane BNP Paribas, Credit Agricole Corporate and Investment Bank i Societe Generale u svojstvu Ovlašćenih vodećih aranžera sa Credit Agricole Corporate and Investment Bank u svojstvu Banke za globalnu koordinaciju i dokumentaciju i Credit Agricole Corporate and Investment Bank u svojstvu Agenta ESA i Kreditnog aranžmana i Societe Generale u svojstvu Agenta životne i društvene sredine i Koordinatora zelenog zajma i Finansijskih institucija navedenih u Delu 1 Priloga 1 u svojstvu Prvobitnih zajmodavaca
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Donosilac
Narodna skupština Republike Srbije
Član 14. Zakon o potvrđivanju Ugovora o kreditnom aranžmanu kupca između Republike Srbije koju zastupa Vlada Republike Srbije postupajući preko Ministarstva finansija u svojstvu Zajmoprimca aranžiran od strane BNP Paribas, Credit Agricole Corporate and Investment Bank i Societe Generale u svojstvu Ovlašćenih vodećih aranžera sa Credit Agricole Corporate and Investment Bank u svojstvu Banke za globalnu koordinaciju i dokumentaciju i Credit Agricole Corporate and Investment Bank u svojstvu Agenta ESA i Kreditnog aranžmana i Societe Generale u svojstvu Agenta životne i društvene sredine i Koordinatora zelenog zajma i Finansijskih institucija navedenih u Delu 1 Priloga 1 u svojstvu Prvobitnih zajmodavaca – ECA OVERRIDE, ECA INSURANCE PREMIUM, SUBROGATION
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with any requirement of the ECA under or in connection with the ECA Insurance Policy and the Facility and ECA Agent shall:
a)
be authorised to take all such actions as it may deem necessary to ensure that all requirements of the ECA under or in connection with the ECA Insurance Policy are complied with; and
b)
not be obliged to do anything if, in its opinion, to do so could (i) result in a breach of any requirements of the ECA under or in connection with the ECA Insurance Policy, (ii) affect the validity of the ECA Insurance Policy or (iii) otherwise result in an ECA Mandatory Prepayment Event.
If the ECA notifies the Facility and ECA Agent of its decision on any matter (including any decision relating to the approval of any requested waivers or amendments by the Borrower in respect of this Agreement or any other Finance Document), such decision shall prevail over any contrary decision made by any Finance Party to the extent that Lenders were obliged to comply with such decision under the ECA Insurance Policy or not following such decision would jeopardize the rights of the Lenders under the ECA Insurance Policy.
In the case of any conflict or inconsistency between the terms of the ECA Insurance Policy and the terms of the Finance Documents, the terms of the ECA Insurance Policy shall prevail as between the Finance Parties and the ECA, and to the extent of such conflict or inconsistency, the Finance Parties shall not assert to the ECA the terms of the Finance Documents.
Each Lender will co–operate with the Facility and ECA Agent and each other Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the ECA Insurance Policy continues in full force and effect. The Borrower shall provide all information and other assistance reasonably requested by the Facility and ECA Agent in connection with the ECA Insurance Policy.
14.2 ECA Insurance Premium
a)
The Borrower acknowledges that no Finance Party is in any way involved in the calculation of any part of the ECA Insurance Premium.
b)
The Borrower shall not raise against any Lender any claim or defence in relation to the calculation, payment or refund of (or the failure to pay or refund) any part of the ECA Insurance Premium.
c)
The Borrower shall bear the cost of reimbursing to the Facility and ECA Agent (for the account of each Lender) the credit insurance premium due to the ECA under the ECA Insurance Policy (including any increase in the amount of the ECA Insurance Premium).
d)
The ECA Insurance Premium percentage is set by the French Authorities at their sole discretion and will be indicated in the ECA Insurance Policy. As at the date of this Agreement, the ECA Insurance Premium has been estimated to be equal to an amount of EUR 52,841,000.00 which is calculated on the basis of the percentage of 9.97% of the Total Commitments.
e)
The Borrower acknowledges that the obligation to pay the ECA Insurance Premium related to this Agreement is absolute and unconditional and paragraph (c) shall apply in respect of all credit insurance premium due to the ECA under the ECA Insurance Policy.
f)
The Borrower acknowledges that the ECA Insurance Premium shall be paid in full prior to the first Utilisation being made under the Facility. Therefore, the Borrower irrevocably and unconditionally agrees to transfer in full from its own funds to the Facility and ECA Agent (for further payment to the ECA) an amount equal to the ECA Insurance Premium.
g)
The Borrower acknowledges that the ECA Insurance Premium is not refundable for any reason whatsoever.
h)
Notwithstanding the above, a minimum premium, as of the date of this Agreement, in an amount equal to two thousand Euros (EUR 2,000) shall be paid to the ECA by the Borrower in respect of the ECA Insurance Policy upon the execution of such ECA Insurance Policy. Such amounts shall remain the property of the ECA and is accordingly payable by the Borrower to the ECA in any event.
14.3 Subrogation
Without prejudice to any right of indemnification or subrogation the French State may have at law, each Party agrees that the French State will be subrogated to the rights of the Lenders under this Agreement upon the making of any payment by or on behalf of the ECA, acting in the name, for the account and under the control of the French State under the ECA Insurance Policy and the Lenders shall act in accordance with the instructions of the ECA in the enforcement of their rights under this Agreement and the other Finance Documents following such subrogation.
The Parties agree that the right of subrogation shall arise irrespective of, and prevail over, any inconsistency with any right of subrogation arising under the ECA Insurance Policy, or under the laws of France, and notwithstanding any conduct on the part of the ECA or the Lenders.
Any payments made by the ECA under the ECA Insurance Policy to, or for the account of, any Lender are for the benefit of that Lender and not for the benefit of the Borrower.
The Borrower acknowledges, for the benefit of the Lenders, of the French State and of the ECA, that any payments made by the ECA to, or for the account of, any Lender under the ECA Insurance Policy will not satisfy, reduce, release or prejudice any of the Borrower’s obligations under the Finance Documents in whole or in part, which obligations shall remain due and payable notwithstanding the receipt or application of those payments by the Lenders.
The Borrower agrees that it will promptly upon receipt of notice thereof, reimburse the ECA, acting in the name, for the account and under the control of the French State for any payment made by the ECA, acting in the name, for the account and under the control of the French State under the ECA Insurance Policy, whether by direct payment or offset, in respect of, and to the extent of, the Borrower’s obligations to the Lender under this Agreement.
The obligations of the Borrower to reimburse the ECA, acting in the name, for the account and under the control of the French State will be due and payable in the currency of payment upon first written demand of the ECA.