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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Prikazana Verzija
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Opšte Informacije
Donosilac
Narodna skupština Republike Srbije
Član 22. 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 – GENERAL UNDERTAKINGS
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Total Commitments is in force.
22.1 Authorisations
a)
The Borrower shall (and shall procure that the Buyer shall) promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of the Republic of Serbia to:
(i)
enable it to perform its, and enable the Buyer to perform its, obligations under the Transaction Documents; and
(ii)
ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document.
b)
The Borrower shall procure that the Buyer shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation to be obtained by the Buyer which is required under any law or regulation with respect to the Commercial Contract and in order for the Project to be performed in accordance with the Commercial Contract.
22.2 Filing and reporting requirements
a)
The Borrower shall register, promptly after the first Utilisation under the Facility, the relevant details of this Agreement in the public debt records kept by the Public Debt Administration of the Ministry of Finance of the Republic of Serbia.
b)
The Borrower shall comply with all of its reporting obligations to the Central Bank in connection with this Agreement pursuant to the Foreign Exchange Act (Zakon o deviznom poslovanju, Official Gazette of the Republic of Serbia nos. 62/2006, 31/2011, 119/2012, 139/2014, 30/2018 and 19/2025, as amended from time to time) and its implementing regulations, or any other legislation or regulation that may amend, supplement or replace the foregoing.
22.3 Budget and limits
a)
The Borrower shall include all amounts due and payable or that will fall due and payable to the Finance Parties under the Finance Documents during a calendar year in the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year and its budgets statements and other financial plans for that calendar year and shall ensure that there will at no time be any restriction in this respect on the ability of the Borrower to meet its obligations under the Finance Documents.
b)
The Borrower shall procure that all amounts due and payable or that will fall due and payable to the Seller under the Commercial Contract (to the extent not financed by the Facility or by the French Treasury Loan) during a calendar year are included in the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year and its budgets statements and other financial plans for that calendar year and shall ensure that there will at no time be any restriction in this respect on the ability of the Buyer to meet its obligations under the Commercial Contract.
c)
The Borrower shall ensure that, at all times, its borrowings and guarantees remain within any applicable limit under the applicable laws of the Republic of Serbia.
22.4 Public procurement
The Borrower shall ensure that at all times all public procurement rules in the Republic of Serbia which are applicable to its entry into and the exercise of its rights and performance of its obligations under the Finance Documents are complied with or irrevocably and unconditionally waived by the relevant authorities in that jurisdiction.
22.5 Application of FATCA
The Borrower shall procure that, unless otherwise agreed by all the Finance Parties, they shall not become a foreign financial institution as defined in FATCA and that no payment made or to be made by the Borrower is US source for US federal income tax purposes.
22.6 Compliance with laws
The Borrower shall comply in all respects with the constitution of the Republic of Serbia and all laws and regulations to which it may be subject.
22.7 Pari passu ranking
The Borrower shall ensure that at all times any claims of a Finance Party against it under the Finance Documents constitute its direct, unconditional and unsubordinated obligations and rank at least pari passu with the claims of all other unsecured and unsubordinated creditors of the Borrower.
22.8 Negative pledge
The Borrower shall ensure that it shall not create or permit to subsist any Security over any of its assets in respect of the Borrower’s External Indebtedness unless the prior written consent of the Lenders is obtained.
22.9 Disposals
The Borrower shall not transfer or permit the transfer of any International Monetary Assets to any agency:
i)
for the purpose of avoiding the negative pledge in
if the transfer would impair its ability to perform its obligations under the Finance Documents,
other than:
(A) disposals in the ordinary course of trading;
(B) disposals of assets (otherwise than in the ordinary course of business) for full cash considerations;
(C) disposals of assets in exchange for other assets comparable or superior as to type, value or quality;
(D) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;
(E) disposals with the prior written consent of the Facility and ECA Agent; and
(F) any other disposal for full value of an asset unless such disposal might (in the opinion of the Majority Lenders) have a Material Adverse Effect.
22.10 Sanctions
a)
The Borrower will not, directly or indirectly, use the proceeds of the Loans hereunder, or allow these proceeds to be used or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(i)
to fund, participate or contribute to any activities or business of or with or related to (or otherwise to make funds available to or for the benefit or) (x) any Person that, at the time of such funding, is a Sanctioned Person, or (y) in any country or territory, that, at the time of such funding, is a Sanctioned Country; or
(ii)
in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the loan hereunder, whether as arranger, underwriter, lender, advisor, investor, or otherwise) or would constitute a Sanctionable Activity by any Party.
b)
Upon reasonable request by the Lenders, the Borrower shall provide prompt cooperation in verifying the accuracy and truthfulness of the representations and warranties under
(Sanctions), or any information otherwise provided to the Lender in relation to Sanctions.
c)
The Borrower shall (and shall ensure that the Buyer will), comply with applicable Sanctions in all respects and shall not, and shall ensure that the Buyer shall not, engage in any Sanctionable Activity.
d)
The Borrower shall ensure that it and the Buyer shall not appoint or involve any government minister, civil servant, authorized agent, director, officer, employee (as applicable) or professional adviser which is (x) in breach of any Sanctions or (y) a Sanctioned Person, in each case in connection with the Transaction Documents.
e)
The Borrower shall procure that (i) no Person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Borrower to any Finance Party in connection with the Facility, and (ii) it shall not use any funds, revenue or benefit derived directly or indirectly from any activity or dealing with a Sanctioned Person, with the Russian Federation or the Republic of Belarus or in any other manner that would result in a violation of Sanctions by any Person for the purpose of discharging amounts owing to any Finance Party in respect of the Facility or provided from a Sanctioned Country, the Russian Federation or the Republic of Belarus or otherwise prohibited by any Sanction.
f)
The Borrower shall (and shall ensure that the Buyer will), implement and maintain appropriate safeguards designed to prevent any action that would be contrary to paragraphs (a) and (e) above.
g)
The Borrower shall, promptly upon becoming aware of the same, supply to the Facility and ECA Agent details of any claim, action, suit, proceedings or investigation with respect to Sanctions against it, the Buyer, any of its or the Buyer’s agencies or owned or controlled companies, their respective ministers, civil servants, directors, officers or officials.
22.11 Anti-bribery, anti-corruption, anti-money laundering and anti-terrorism
a)
Neither the Borrower, the Buyer, its or the Buyer’s agencies or owned or controlled companies, its or their respective ministers, directors, officers, officials or representatives (as applicable) or any of its or their agents or employees, directors, officers, officials or representatives or any other natural or legal person acting on its behalf or on the behalf of the Buyer shall (and the Borrower shall ensure that no agency of the Borrower or the Buyer will) make or receive, or direct or authorise 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, or directly or indirectly engage in any activity or conduct where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti- Corruption Laws in any applicable jurisdiction.
b)
Neither the Borrower nor any other natural or legal person acting on its behalf shall (and the Borrower shall ensure that no agency of the Borrower will), directly or indirectly, use the proceeds of any Loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in any manner for any purpose or facilitating any activity that would result in a violation of any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti-Corruption Laws in any applicable jurisdiction.
c)
The Borrower shall (and shall ensure that the Buyer will) implement and maintain appropriate policies and procedures designed to promote and achieve compliance with all applicable Anti-Money Laundering and Anti-Terrorism Financing Regulations and Anti-Corruption Laws and take all reasonable and prudent steps to ensure that each of its agents, ministers, employees and officers or any other person acting on its behalf comply with such laws including, without limitation, taking, maintaining and documenting appropriate internal corrective and preventative measures, adequate anti-bribery management control systems and audit controls.
d)
The Borrower shall :
(i)
ensure that no Prohibited Payments shall be received, made or provided, directly or indirectly, by (or on behalf of) the Borrower or the Buyer;
(ii)
procure that no Prohibited Payments shall be received, made or provided, directly or indirectly, by (or on behalf of) the Borrower or the Buyer, or any of their officers, ministers, agents, directors, employees (as applicable) or any of the government agencies of the Borrower or of the Buyer to, or for the benefit of, any authority (or any official, officer, minister, agent or key employee of, or other person with management responsibilities in, any authority) or any other person; and
(iii)
(and shall cause the Buyer to) refrain from offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party in connection with the Project or the financing of the Project.
22.12 No illicit payment
No payments made or received by the Borrower, or any other natural or legal person acting on its behalf, in respect of amounts due under this Agreement or any other Finance Document shall be funded out of funds of Illicit Origin.
22.13 Foreign exchange
If due to foreign exchange controls in the Republic of Serbia or restrictions in relation to the transfer of foreign currency from the Republic of Serbia to outside the Republic of Serbia, the Borrower is prevented from making any payments due under the Finance Documents or the Buyer is prevented from making any payments due under the Commercial Contract, the Borrower shall take all such steps as may be available to it to enable it or the Buyer (as applicable) to make the payments due in EUR under the Finance Documents and the relevant payments which are due in EUR under the Commercial Contract in accordance with the terms thereof, with all costs incurred by the Borrower in this respect to be borne by the Borrower.
22.14 Access
If a Default is continuing or the Facility and ECA Agent reasonably suspects a Default is continuing or may occur, the Borrower shall, and shall ensure that each of its agencies will permit the Facility and ECA Agent and/or accountants or other professional advisers and contractors of the Facility and ECA Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Borrower to meet and discuss matters with senior officials of the Borrower and its agencies.
22.15 ECA Insurance Policy
In the event that there is a claim or dispute under the ECA Insurance Policy, the Borrower shall, at its own expense, provide all reasonable assistance to, and cooperate with, the relevant Finance Parties with respect to the filing of such claim and provide all requested documents, information and evidence reasonably available to it in connection with such claim, provided that if an Event of Default has occurred and is continuing, the Borrower shall provide all such assistance and cooperation as is possible and all such documents, information and evidence as are possibly available to it.
22.16 Most Favoured Creditor
a)
The Borrower agrees that it shall not, at any time while any part of any Loan is outstanding, without the consent of the Lenders enter into an agreement which contains ranking provisions, negative pledge provisions or cross default provisions, more favourable to the lenders or finance parties under such facilities than the relevant provisions contained in this Agreement.
b)
The Borrower undertakes that if, subject to the consent of the Lenders pursuant to paragraph (a) above, it enters into any agreement containing ranking provisions, negative pledge provisions or cross default provisions which are more favourable to the lenders or finance parties thereunder than the relevant provisions contained in this Agreement, the Borrower shall, as soon as practicable after request from the Facility and ECA Agent, enter into an amendment agreement to this Agreement so that such more favourable ranking provisions, negative pledge provisions or cross default provisions are granted to the Lenders and the other Finance Parties pursuant to this Agreement.
22.17 Payments due and payable under the Commercial Contract
The Borrower undertakes and shall procure that with respect to all payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment):
i)
if and to the extent that, at the relevant time for such payment, the Facility and the French Treasury Loan are available to make a utilisation thereunder, any payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be made by utilisation under the Facility and under the French Treasury Loan up to the amount available at such time for utilisation under the Facility and under the French Treasury Loan;
ii)
if, at the relevant time for such payment, the Facility and the French Treasury Loan are not available in sufficient amounts to pay the full amount which is due and payable under the Commercial Contract (other than any part of the Advance Payment), any payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be made by utilisation under the Facility and under the French Treasury Loan up to the amount available at such time for utilisation under the Facility and under the French Treasury Loan and the portion of the amounts which cannot be paid by utilisation under the Facility and under the French Treasury Loan, shall be paid by the Buyer at their due date (or within any applicable grace period) in accordance with the terms of the Commercial Contract through the own financial resources of the Republic of Serbia; and
iii)
if, at the relevant time for such payment, the Facility and the French Treasury Loan are, for any reason whatsoever, not or are no longer available to make a utilisation thereunder, all relevant payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be paid by the Buyer at their due date (or within any applicable grace period) in accordance with the terms of the Commercial Contract through the own financial resources of the Republic of Serbia.
22.18 Environmental and Social Matter
a)
The Borrower shall, and shall procure that the Buyer shall:
(i)
comply with all Environmental and Social Requirements;
(ii)
obtain, maintain and ensure compliance with all requisite Environmental Permits;
(iii)
implement procedures to monitor compliance with and to prevent liability under any Environmental or Social Law.
b)
The Borrower shall promptly upon becoming aware of the same and in any case no later than five (5) Business Days from its occurrence, inform the Facility and ECA Agent in writing of:
(i)
any Environmental and Social Claim against the Borrower, the Buyer or the Project which is current, pending or threatened; and
(ii)
any facts or circumstances which are reasonably likely to result in any Environmental and Social Claim being commenced or threatened against the Borrower, the Buyer or the Project; and
(iii)
any Environmental and Social Incident.
c)
In case of the occurrence of an Environmental and Social Incident:
(i)
upon request by the Facility and ECA Agent and/or the ECA, promptly upon completion, and in any case no later than twenty
(20)
Business Days from such request and following appropriate review and recommendations from the IESC, the Borrower shall deliver (or if such event only requires any entity (other than the Borrower or the Buyer) to take action, use reasonable endeavours to deliver) to the Facility and ECA Agent a Corrective Action Plan provided by the Buyer, satisfactory in form and substance to the Facility and ECA Agent acting reasonably and/or the ECA (as applicable), containing appropriate actions to remedy to such event or prevent further similar events or the facts or circumstances which are reasonably likely to result in a Environmental and Social Incident or a breach to Environmental and Social Requirements.
(ii)
Each Corrective Action Plan shall be in form and substance satisfactory to the Facility and ECA Agent, acting reasonably, and the ECA. If the Facility and ECA Agent has not responded to the Borrower by either rejecting or approving, commenting on or requiring further information on a proposed Corrective Action Plan by the date falling twenty (20) Business Days after the date of delivery of that proposed Corrective Action Plan to the Facility and ECA Agent (the "Deemed Consent Period"), the proposed Corrective Action Plan shall be deemed to be in form and substance satisfactory to the Majority Lenders and the ECA.
(iii)
If the Facility and ECA Agent, acting reasonably, or the ECA request further information in respect of a proposed Corrective Action Plan in accordance with paragraph (ii) above, the Deemed Consent Period shall recommence and end twenty
20)
Business Days after the date on which the additional requested information is provided to the Facility and ECA Agent or the ECA (as applicable).
iv)
In all circumstances, the Borrower shall bear sole responsibility in relation to each Corrective Action Plan and any requirement under this Agreement to prepare a Corrective Action Plan shall not prevent the Borrower or the Buyer from carrying out emergency action in relation to any event giving rise to the requirement to prepare such Corrective Action Plan.
d)
The Borrower acknowledges that the Independent Environmental and Social Consultant shall:
(i)
provide the Environmental and Social Agent with a first Independent Environmental and Social Monitoring Report within twenty (20) Business Days of the earlier of (x) the last day of the first six (6) Month period beginning on the Signing Date and (y) the last day of the first three (3) Month period beginning on the date on which all conditions precedent referred to in
(Conditions Precedent to be fulfilled with respect to the first Utilisation) have been satisfied; thereafter
(ii)
provide the Environmental and Social Agent with an Independent Environmental and Social Monitoring Report within twenty (20) Business Days of the end of each three (3) Month period following the last day of the applicable period referred to in paragraph (i) above until the end of the Construction Period; thereafter
(iii)
provide the Facility and ECA Agent with an Independent Environmental and Social Monitoring Report within twenty (20) Business Days of the end of each calendar half year until the end of the (12) Month period after the end of the Construction Period; and thereafter
(iv)
provide the Facility and ECA Agent with an Independent Environmental and Social Monitoring Report within twenty (20) Business Days of the end of each calendar year until the Final Maturity Date; and
(v)
visit, every six (6) months during the Construction Period, the site of the Project to prepare the corresponding Independent Environmental and Social Monitoring Report. In this respect, the Borrower shall ensure that all access to the site of the Project and to all relevant documents and information is given to the Independent Environmental and Social Consultant, allowing the Independent Environmental and Social Consultant to perform its tasks set out in this Agreement.
e)
Without the prior written consent of the Facility and ECA Agent, acting reasonably, the Borrower shall not make or agree to:
(i)
any change of the Independent Environmental and Social Consultant; or
(ii)
any change of the terms of engagement of the Independent Environmental and Social Consultant, with the exception of the payment terms.
f)
The Borrower acknowledges and agrees that all costs, fees and expenses due to the Independent Environmental and Social Consultant for the performance of, or in connection with, its tasks set out in this Agreement shall be borne by the Borrower.
22.19 Green Loan classification and declassification
a)
The Parties acknowledge and agree that any Loan under the Facility is a “Green Loan” aligned with the Green Loan Principles (and designate each such Loan as a “Green Loan”).
b)
A Facility classified as a Green Loan may be described as a "Green Loan that is aligned with the Green Loan Principles" (or similar) in any announcements and publicity issued by the Borrower or any Finance Party provided the Facility has not been declassified by the Facility and ECA Agent pursuant to this
. Any announcements and publicity issued by the Borrower or any other Finance Party that includes any additional detail about the green credentials of the Facility shall be subject to the prior written approval of the Facility and ECA Agent.
c)
If a Declassification Event occurs, the Facility and ECA Agent may, and shall if so directed by the Majority Lenders, give notice to the Borrower and the Lenders that each Loan shall be declassified as a "green loan".
d)
With effect from the Declassification Date, no Loan will be deemed to align with the Green Loan Principles and no Loan will be classified or labelled as a “Green Loan”.
e)
From the date on which any Loan is declassified, the Borrower shall, as soon as reasonably practicable and in any event within twenty (20) Business Days of notice from the Facility and ECA Agent immediately cease making any representations in all new internal and external communications, marketing or publications that the Facility is a "Green Loan" or "compliant with the Green Loan Principles" (or equivalent) or any information in relation to the "Green Loan" aspects of the Facility.
f)
If the Facility is declassified as a "Green Loan" in accordance with paragraph (c) above and, following the declassification, the Borrower further advertises, reports, publishes, represents in any materials or otherwise states (including, without limitation, on any website, in any press release or public announcement or otherwise) that the Facility constitutes a "Green Loan":
(i)
no other term of any Finance Document would preclude a Finance Party from bringing a claim against the Borrower for any reputational or other actual damage as a result of the advertisement, report or other representation unless such advertisement, report or other representation was made with the prior written consent of the Facility and ECA Agent as to its form and substance; and
(ii)
the Finance Parties (or any one of them) shall be entitled to issue a statement or press release stating that the Facility has been declassified as a "Green Loan" for the purposes of this Agreement.
g)
From the Declassification Date, the Green Loan Provisions shall cease to apply.
h)
No Default or Event of Default shall occur solely as a result of a Declassification Event.
22.20 Advance Payment
The Borrower shall procure that the Buyer pays, through financial resources other than the Facility or the French Treasury Loan, the Advance Payment to the Seller in full and in accordance with the Commercial Contract, prior to the Starting Point of Repayment.