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 23. 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 – EVENTS OF DEFAULT
The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:
a)
its failure to pay is caused by:
(i)
administrative or technical error; or
(ii)
a Disruption Event; and
b)
payment is made within three Business Days of its due date.
23.2 Other obligations
a)
The Borrower does not comply with any provision of the Finance Documents other than those referred to in
(Anti-bribery, anti- corruption, anti-money laundering and anti-terrorism), the failure to comply is capable of remedy and is remedied within 10 calendar days of the earlier of (i) the Facility and ECA Agent giving notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.
23.3 Misrepresentation
Any representation or statement (other than made in
(Green Loans)) made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower or the Buyer under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
23.4 Unlawfulness and invalidity
a)
It is or becomes unlawful (i) for the Borrower to perform any of its obligations under the Finance Documents or (ii) for the Buyer to perform any of its obligations under the Commercial Contract.
b)
Any obligation or obligations of the Borrower, or as the case may be, the Buyer, under any Transaction Document, are not or cease to be legal, valid, binding or enforceable.
c)
Any Finance Documents ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be ineffective.
23.5 Validity and Admissibility
At any time any act, condition or thing required to be done, fulfilled or performed in order:
a)
to enable the Borrower lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Finance Documents to which it is a party;
b)
to ensure that the obligations expressed to be assumed by the Borrower in the Finance Documents are legal, valid, binding and enforceable; or
c)
to make the Finance Documents or the Commercial Contract admissible in evidence in the Republic of Serbia,
is not done, fulfilled or performed.
23.6 Litigation
Any litigation, arbitration, administrative, governmental, regulatory or other investigation, proceeding or dispute is commenced or threatened, or any judgment or order of a court, arbitral tribunal or agency is made:
i)
in relation to the Finance Documents or the transactions contemplated in the Finance Documents; or
ii)
otherwise against the Borrower or the Buyer or any of the Borrower’s or the Buyer’s agencies or assets (or against the ministers of the Borrower or of the Financier or directors or representatives of the Employer or any of their agencies), which (in each case) is reasonably likely to have or has a Material Adverse Effect.
23.7 Moratorium or rescheduling
a)
A moratorium is called or declared in respect of the payment of interest or repayment of principal on the Facility.
b)
A moratorium is called, declared or agreed in respect of the payment of interest or repayment of principal on any or all of the Borrower’s External indebtedness.
c)
The Borrower, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to the general readjustment or rescheduling of any or the Borrower’s External indebtedness.
23.8 Cross default
i)
Any of the Borrower’s External Indebtedness is not paid when due nor within any originally applicable grace period.
ii)
Any of the Borrower’s External Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
iii)
Any commitment for any Borrower’s External Indebtedness is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).
iv)
Any creditor of the Borrower becomes entitled to declare any of the Borrower’s External Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).
23.9 Withdrawal and repudiation
Any Authorisation or any other act necessary under the laws of the Republic of Serbia to enable the Borrower to perform its obligations under the Finance Documents, or any Authorisation or any other act necessary under the laws of the Republic of Serbia to enable the Buyer to perform its obligations under the Commercial Contract or any transaction contemplated thereby, is withdrawn or modified or shall otherwise cease to be in full force and effect or has not been obtained or the Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document or the Buyer repudiates the Commercial Contract or evidences an intention to repudiate the Commercial Contract.
23.10 Commercial Contract
i)
The Commercial Contract is, in whole or in part, early terminated, cancelled, null or rescinded or is, in whole or in part, interrupted or suspended or otherwise is not in full force and effect at any time.
ii)
The Commercial Contract is under any administrative, judicial or arbitration proceeding (other than any which has been discharged, stayed or dismissed within sixty (60) days of commencement) which impairs or may potentially impair the performance of this Agreement in any way, including, inter alia in respect of the payment terms of the Commercial Contract.
iii)
Any event or circumstance occurs that (a) gives rise to a right to terminate early, suspend performance under, repudiate or cancel (in each case, in whole or in part) the Commercial Contract or (b) constitutes a force majeure event (howsoever described) in relation to or under the Commercial Contract, unless such event or circumstance is capable of remedy within 60 calendar days and is remedied within 60 calendar days of the occurrence of such event or circumstance.
iv)
The Buyer has assigned or transferred any of its rights or obligations under the Commercial Contract.
v)
The Buyer has not observed or performed any of its material obligations or otherwise has not complied with any material provisions of the Commercial Contract unless such failure to observe or perform such material obligations or to comply with such material provisions is capable of remedy within 60 calendar days and is remedied within 60 calendar days of such failure.
vi)
The Buyer has not made any payment required to be made by it under the Commercial Contract at the times (or within any applicable grace period) and in the manner required thereunder.
vii)
Any material provision of the Commercial Contract has been varied, amended or waived without the consent of the Majority Lenders and the ECA subject to the performance of this Agreement being impaired in any way by such variation, amendment or waiver, including inter alia any variation, amendment or waiver of any provision of the Commercial Contract relating to the issuance of an Engineer’s Payment Certificate.
viii)
Any Authorisation which is required at a relevant time under any applicable laws or regulations in order for the Project to be performed in accordance with the Commercial Contract is (or has), at such relevant time, (a) not been obtained (b) terminated, cancelled, suspended or revoked (whether wholly or in part), (c) modified or varied in a way that is adverse in any material respect to the interests of the Seller or the Buyer or (d) expired and is not renewed.
23.11 Material Adverse Effect
Any event or circumstance occurs which the Majority Lenders reasonably believe has, or can be expected to have, or is reasonably likely to have, a Material Adverse Effect.
23.12 Foreign exchange restrictions – other events
i)
Any foreign exchange law or regulation is amended, enacted or introduced or is reasonably likely to be amended, enacted or introduced in the Republic of Serbia which:
(i)
has or would reasonably be expected to have, in the opinion of the Facility and ECA Agent or the Lenders, the effect of prohibiting, restricting or delaying any payment that the Borrower is required to make pursuant to the terms of the Finance Documents; or
(ii)
is materially prejudicial to the interests of the Finance Parties under or in connection with any of the Finance Documents.
ii)
Any decision or any event occurs in the Republic of Serbia or in any other country through which payments are made, which impedes or which could impede payment by the Borrower of the sums due under the Finance documents.
23.13 International Monetary Fund
The Borrower ceases to be a member of the IMF.
23.14 Governmental actions
Legislation is enacted or any action or decision is taken or proceedings commenced that:
i)
prohibits, prevents or restrain (in whole or in part) the transactions contemplated under the Finance Documents or the performance by the Borrower of its obligations under the Finance Documents; or
ii)
imposes any reserve requirement on the flow of funds to or from the Finance Parties; or
iii)
declares payments in local currency of the Republic of Serbia to be valid discharge of the Borrower’s payment obligations hereunder.
23.15 Waiver of immunity
The Borrower claims for itself, or any of its assets (other than the Excluded Assets), immunity from suit, execution or other legal process on the grounds of sovereignty or otherwise in breach of
On and at any time after the occurrence of an Event of Default which is continuing the Facility and ECA Agent may, and shall if so directed by the Majority Lenders and/or the ECA, by notice to the Borrower:
a)
cancel the Total Commitments at which time they shall immediately be cancelled;
b)
declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;
c)
declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Facility and ECA Agent on the instructions of the Majority Lenders; or
d)
exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.