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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DonosilacNarodna skupština Republike Srbije

Član 20. 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 – REPRESENTATIONS

Član20.

REPRESENTATIONS

20.1 General The Borrower makes the representations and warranties set out in this
Clause 20
 to each Finance Party on the date of this Agreement.
20.2 Status
a)
It is a sovereign state and has the power to sue and be sued in its own name, including before any court and/or arbitration tribunal which may be competent pursuant to the Finance Documents;
b)
It has the power to own its assets and carry on its activities and business as it is being conducted.
20.3 Power and authority
It has the capacity, power and authority to
, and
has taken all necessary action and/or procedures to authorise its entry
into and performance of, the Finance Documents to which it is a party
and the transactions contemplated by the Finance Documents to
which it is a party (subject to, in relation to any utilisation of the Facility
and the obligation of the Borrower to repay principal and to pay
interest under each Loan, publication of the Official Gazette of
Republic of Serbia in which the law on ratification of this Agreement by
the National Assembly of the Republic of Serbia has been published
and the entering into force of such law on ratification).
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a)
enter into and perform
b)
The Borrower has duly conferred upon its representatives the powers to execute the Finance Documents and any other document that may be appropriate or needed under the Finance Documents, in compliance with the applicable regulations.
c)
No limit on its powers will be exceeded as a result of the borrowing contemplated by the Finance Documents to which it is a party (including, for avoidance of doubt, the limit on public debt set in the relevant annual budget law of the Republic of Serbia).
20.4 Binding obligations
The obligations expressed to be assumed by it in the Finance Documents to
subject
to, in relation to any Utilisation of the Facility and the obligation of the
Borrower to repay principal and to pay interest under each Loan, publication
of the Official Gazette of Republic of Serbia in which the law on ratification of
this Agreement by the National Assembly of the Republic of Serbia has been
published and the entering into force of such law on ratification)
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which it is a party are legal, valid, binding and enforceable obligations (
.
This Agreement is in proper legal form.
20.5 Non-conflict with other obligations
a)
The entry into, delivery and performance by it of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with:
(i)
any constitutional provision, law, regulation, ordinance, decree, treaty, convention or similar enactment applicable to it;
(ii)
any agreement, document or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement, document or instrument;
(iii)
any treaty, agreement or other instrument entered into between it and the IMF or issued by it to the benefit of the IMF.
b)
Any consents required by the Borrower’s creditors, by regulatory bodies or any third parties, which are necessary for the execution of this Agreement and the Finance Documents to which the Borrower is a party and which are necessary for the execution and the performance of the obligations arising thereunder, have been obtained.
20.6 Validity and admissibility in evidence
All Authorisations required:
i)
to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party; and
ii)
to make the Finance Documents to which it is a party admissible in evidence in the Republic of Serbia,
have been obtained, effected, done, fulfilled or performed and are in full force
(subject to, in relation to any utilisation of the Facility and the
obligation of the Borrower to repay principal and to pay interest under each
Loan, (i) publication of the Official Gazette of Republic of Serbia in which the
law on ratification of this Agreement by the National Assembly of the Republic
of Serbia has been published and the entering into force of such law on
ratification and (ii) registration of this Agreement with the Central Bank)
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and effect
.
20.7 Budget and limits
a)
The funds necessary for the payment of all of the obligations of the Borrower under the Transaction Documents in respect of the relevant period have been provided for under the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year.
b)
The funds necessary for the payment of all of the obligations of the Buyer under the Commercial Contract (to the extent not financed under the Facility or under the French Treasury Loan) in respect of the relevant period have been provided for under the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year.
c)
Its borrowings and guarantees are within limits (if any) under the applicable laws of the Republic of Serbia or set by the IMF, the World Bank and applicable international treaties.
20.8 International Monetary Assets
a)
The Republic of Serbia and the Central Bank have full ownership, power, control and authority to use the International Monetary Assets.
b)
The Borrower has fully disposable to it part of the available International Monetary Assets for the satisfaction and discharge of its obligations under the Finance Documents and does not require any licence or any other Authorisation of any person or government entity or agency to use such part of the International Monetary Assets.
c)
The Republic of Serbia is the beneficial owner of the International Monetary Assets.
d)
The Central Bank is the central bank and monetary authority of the Republic of Serbia that is empowered to hold and manage the International Monetary Assets, including the part of the International Monetary Assets that is fully disposable by the Borrower, in a manner that contributes to the due performance of the Republic of Serbia’s foreign debt obligations, which will include the obligations under the Finance Documents.
20.9 Foreign exchange
a)
Under the laws of the Republic of Serbia, all payments to be made under the Finance Documents may be freely transferred out of the Republic of Serbia and may be paid in, or freely converted into, euro, subject to registration of this Agreement with the Central Bank.
b)
Subject to registration of this Agreement (and any amendments thereto in accordance with this Agreement) with the Central Bank, the Borrower has obtained all foreign exchange control approvals or such other Authorisations as are required to assure the availability of euro to enable the Borrower to perform all of its obligations under the Finance Documents in the manner and at the place provided therein.
c)
Subject to registration of this Agreement with the Central Bank (and any amendments thereto in accordance with this Agreement), there are no restrictions or requirements currently in effect that limit the availability or transfer of foreign exchange which would restrict the ability of the Borrower to perform its obligations under any Finance Document.
20.10 Governing law and enforcement
a)
The choice of governing law of the Finance Documents will be recognised and enforced in the Republic of Serbia.
b)
The Borrower is, under the laws of the Republic of Serbia, subject to civil and commercial law with respect to its obligations under the Finance Documents and its execution of the Finance Documents to which it is a party constitutes, and the borrowings under this Agreement, its exercise of its rights and performance of its obligations thereunder will constitute, under the laws of the Republic of Serbia, private and commercial acts (as opposed to governmental, public or administrative acts), subject to civil and commercial law and done and performed for private and commercial purposes.
c)
The choice of the exclusive jurisdiction of the arbitral court of the International Chamber of Commerce of Paris as provided in this Agreement is valid and binding on the Borrower and will be recognized and enforced in the Republic of Serbia.
d)
The Borrower has validly waived its right of immunity pursuant to
Clause 37
 (Jurisdiction – Arbitration).
e)
Any judgment or arbitration award obtained in relation to a Finance Document will be recognised and enforceable in the Republic of Serbia.
20.11 No filing or stamp taxes
Under the laws of the Republic of Serbia, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except that the Borrower is obliged to:
a)
report (and pay, if any, the applicable reporting fee) to the Central Bank:
(i)
this Agreement and any changes thereto;
(ii)
any changes to the Lenders; and
(iii)
any Utilisation and each repayment or prepayment under this Agreement, and
b)
register the relevant information pertaining to this Agreement (including any changes thereto) in the public debt records kept by the Public Debt Administration of the Ministry of Finance of the Republic of Serbia.
20.12 No default
a)
No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
b)
No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject and which has, or is reasonably likely to have, a Material Adverse Effect.
20.13 Litigation - No moratorium
There are no litigation, arbitration or administrative proceedings, actions, suits, investigations, pending or threatened against the Borrower which, if adversely determined, could have a Material Adverse Effect.
No moratorium has been, or may, in the reasonably foreseeable future, be, declared in respect of the Borrower’s External Indebtedness.
20.14 Taxes and deductions
a)
No withholding or other Tax is required to be effected or paid in the Republic of Serbia or under the laws of the Republic of Serbia, either:
(i)
on or by virtue of the preparation, execution or delivery or performance of the Finance Documents or any other document, agreement or act contemplated hereby or thereby (subject to Paragraph (ii) below);
(ii)
on or with respect to any payment to be made pursuant to the Finance Documents or any other document, agreement or act contemplated hereby or thereby to:
(1)
any Original Lender and any other entity which is a Finance Party at the date of this Agreement; or
(2)
any other Lender or Finance Party, except, in this case, for taxes imposed by way of withholding on interest paid to non-residents of the jurisdiction of the Borrower, to the extent not exempted or reduced pursuant to any applicable double taxation treaty.
(iii)
in connection with the enforcement of the Finance Documents or any other document, agreement or act contemplated hereby or thereby.
b)
To the extent it is required to make any Tax Deduction (as defined in
Clause 15.1
 (Definitions)), it is duly authorised and permitted to pay any additional amounts payable to any Finance Party in accordance with
Clause 15.2
 (Tax gross-up).
20.15 Pari passu ranking
Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law.
20.16 No breach of laws
It has not (and none of its agencies has) breached any law or regulation which would materially impair its ability to perform its obligations under the Finance Documents.
20.17 FATCA
a)
No payment made or to be made by the Borrower under the Finance Documents is US source for US federal income tax purposes.
b)
The Borrower is not a “foreign financial institution” as defined in FATCA and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto.
20.18 No illegitimate fees
Any commission or fee paid, or agreed to be paid, by it or any agency of the Borrower to any natural or legal person acting on behalf of the Borrower, or any agency of the Borrower in connection with the Project or the financing of the Project, is, or will be, for legitimate services only.
20.19 Good title to assets
It and each of its agencies has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.
20.20 Anti-bribery, anti-corruption, anti-money laundering and anti-terrorism
a)
The Borrower and the Buyer as well as each agency of the Borrower and the Buyer have conducted their activities and businesses in compliance with any applicable Anti-Money Laundering and Anti- Terrorism Financing Regulations or any Anti-Corruption Laws and have instituted and maintains policies and procedures designated to promote and achieve compliance with and to prevent violation of such laws, regulations and rules
b)
Neither the Borrower nor the Buyer or any of its or the Buyer’s agencies or owned or controlled companies, any of its or the Buyer’s respective ministers, directors, officers, officials or representatives (as applicable), or, to the best knowledge of the Borrower (having made due and careful enquiry), any of its or the Buyer’s agents or employees:
(i)
engages or has engaged in any activity or conduct which would violate any applicable Anti-Money Laundering and Anti- Terrorism Financing Regulations or any Anti-Corruption Laws in any applicable jurisdiction;
(ii)
is currently under charge in any court or formally under investigation by any agency or public prosecutors, or party to any proceedings, in each case for violation of, or in relation to any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti-Corruption Laws;
(iii)
within a five-year period preceding the date on which this representation is made or deemed to be made, has been convicted in any court for violation of any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti-Corruption Laws, been subject to equivalent measures or been found as part of a publicly available arbitral award to have engaged in bribery (including deferred or non-prosecution agreements, or admission/self-reporting);
(iv)
in connection with the Project or the financing of the Project, has made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Corruption Laws or Anti- Money Laundering Laws or where this would constitute a Prohibited Payment.
20.21 No funds of Illicit Origin
i)
No investment and no payments made and/or received by the Borrower or by any other natural or legal person acting on its behalf pursuant to, or in respect of, the Finance Documents or the Borrower’s corporate activity have been funded out of funds of Illicit Origin.
ii)
The Loan under this Agreement will not be used to finance the acquisition of equipment or sectors under embargo decisions of the United Nations, the World Bank, the European Union, France or the United States of America.
iii)
Neither the Borrower nor any of its agencies, their respective ministers, directors, officers, agents or employees has used any of the proceeds of the Loans (i) for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) to make any direct or indirect unlawful payment to any government official or employee, (iii) for any activities that violate any Sanctions, Anti-Corruption Laws and Anti-Money Laundering and Anti-Terrorism Financing Regulations or (iv) to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
20.22 Sanctions
i)
Save as disclosed in the Side Letter (to the extent that the relevant persons designated in the Side Letter are persons referred to in this Paragraph (i) at the time when the representation and warranty in this Paragraph (i) is deemed to be made by the Borrower in accordance with this Agreement), none of the Borrower or the Buyer, any of its or the Buyer’s agencies or owned or controlled companies and their respective ministers, directors, officers, civil servants, officials or representatives (as applicable), or, to the best knowledge of the Borrower, any agent or employee of it or of the Buyer or of any of its or the Buyer’s agencies or controlled companies or, to the extent such person is acting in connection with any Transaction Document or is involved in the Project, professional advisors (i) is a Sanctioned Person or (ii) is engaged in any Sanctionable Activity.
None of the individuals or the company (or any person acting in its name or on its behalf) disclosed in the Side Letter are involved, directly or indirectly, in the negotiation and execution of any of the Transaction Documents, the utilization, the use of the proceeds or any other activities connected to any Transaction Document in any manner whatsoever nor will they be involved in any activities connected to any Transaction Document in any manner whatsoever during the life of the Agreement.
ii)
The Borrower, the Buyer and each agency and affiliate (as applicable) of the Borrower and of the Buyer has conducted its businesses in compliance with any applicable Sanctions.
iii)
The Borrower and the Buyer and each of the Borrower’s and the Buyer’s agencies and affiliates (as applicable) has and will maintain effective policies, procedures and internal controls to ensure that the Borrower and the Buyer fully complies with any Sanctions, and will not engage in any conduct that will place the Borrower, the Buyer or any other person or entity at the risk of facing penalties or other measures under Sanctions.
iv)
Neither the Borrower nor the Buyer or any of its or the Buyer’s agencies or owned or controlled companies, any of its or the Buyer’s respective ministers, directors, officers, officials or representatives (as applicable), or, to the best knowledge of the Borrower (having made such enquiries that the Borrower customarily conducts in such respect), any of its or the Buyer’s agents or employees engages or has engaged in any activity or conduct which could be expected to result in any person (including, without limitation, the Borrower or any Finance Party) being designated as a Sanctioned Person or becoming subject to any Sanctions (other than the individuals and the company disclosed in the Side Letter under the designations referred to in the Side Letter).
v)
To the best knowledge of the Borrower, neither the Borrower nor the Buyer are or may become subject of sanctions-related investigations or juridical proceedings.
vi)
The performance by the Borrower of the transactions contemplated by this Agreement does not and will not result in the breach of any Sanctions by the Borrower.
vii)
The performance by the Buyer of the transactions contemplated by the Commercial Contract does not and will not result in the breach of any Sanctions by the Buyer.
20.23 Finance Parties status
a)
It is not necessary under the law of the Republic of Serbia:
(i)
in order to enable any Finance Party to enforce its rights under any Finance Document; or
(ii)
by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, domiciled, qualified or otherwise entitled to carry on business in the Republic of Serbia.
b)
No Finance Party will be deemed to be resident, domiciled or carry on business in the Republic of Serbia by reason only of the execution, performance or enforcement of any Finance Document.
20.24 Borrower’s External Indebtedness
i)
The Borrower is not in breach of or in default under any document or agreement relating to the Borrower’s External Indebtedness which is binding on it or any of its assets.
ii)
Borrowing the Total Commitments will not cause any borrowing limit binding on the Borrower to be exceeded, including any limit imposed by the National Assembly of the Republic of Serbia in the relevant annual budget law of the Republic of Serbia.
20.25 International Monetary Fund
The Borrower fulfils its obligations as member of the IMF (or the successors thereto).
20.26 Public procurement rules
All public procurement rules in the Republic of Serbia which are applicable to the entry into by the Borrower and the Buyer and the exercise of their rights and performance of their obligations under the Transaction Documents to which the Borrower or the Buyer is a party have been complied with or have been irrevocably and unconditionally waived by the relevant authorities in the Republic of Serbia.
20.27 Information
All information and documents supplied by the Borrower to the Finance Parties were true, accurate, complete and up-to-date as at the date they were provided or, if appropriate, as at the date at which they are stated to be given and have not been varied, revoked, cancelled or renewed on revised terms as at such date, and are not misleading in any material respect as a result of an omission, the occurrence of new circumstances or the disclosure or non- disclosure of any information. The Borrower is not aware of any information which, if it had been disclosed to the Finance Parties, could have altered the decision of any Finance Party to enter into this Agreement and the decision of the Lenders to extend the Facility.
20.28 Environmental and Social Matters
a)
Each of the Borrower and the Buyer:
(i)
has complied with all Environmental and Social Requirements;
(ii)
has obtained and maintained compliance with all requisite Environmental Permits; and
(iii)
to the best of its knowledge and belief (having made due and careful enquiry), no circumstances have occurred which would prevent such compliance.
b)
No Environmental and Social Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against the Borrower or the Buyer or in respect of, or in connection with, the Project.
c)
No Environmental and Social Incident has occurred.
d)
The Borrower has produced to the Facility and ECA Agent all relevant reports and information on Environmental and Social Matters.
20.29 Green Loans
All Green Loan Information provided to the Finance Parties by the Borrower or by the Buyer is true and accurate in all material respects as at the date such information is expressed to be given and is not misleading in any material respect.
20.30 Times when representations are made
a)
All the representations and warranties in this
Clause 20
 are made by the Borrower on the date of this Agreement.
b)
Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by the Borrower (except for the representations and warranties in
Clause 20.14
 (Taxes and deductions)) on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period.

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