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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Narodna skupština Republike Srbije
Član 24. 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 – CHANGES TO THE LENDERS
, a Lender (the Existing Lender) may transfer any of its rights (including such as relate to that Lender's participation in each Loan) and/or obligations under any Finance Document to the ECA, another bank or financial institution or to insurance or reinsurance companies, to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and which has the status of FATCA Exempt Party on the relevant Transfer Date (the New Lender).
Any transfer shall be made subject to the terms of the ECA Insurance Policy.
24.2 Conditions of transfer
a)
Any transfer is subject to the Facility and ECA Agent confirming that the approval of the ECA to the intended transfer has been obtained or is not required.
b)
The consent of the Finance Parties and of the Borrower is hereby given to a transfer by an Existing Lender to a New Lender of any of its rights or of any of its rights and obligations under any Finance Document.
c)
The Parties agree that if the conditions of transfer set forth in
are satisfied, the execution by the Facility and ECA Agent of any Transfer Agreement will bind all the Parties.
d)
A transfer will only be effective on:
(i)
receipt by the Facility and ECA Agent (whether in the Transfer Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility and ECA Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(ii)
the performance by the Facility and ECA Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such transfer to a New Lender, the completion of which the Facility and ECA Agent shall promptly notify to the Existing Lender and the New Lender.
e)
A transfer will only be effective if the procedure set out in
a Lender transfers any of its rights and/or obligations under the Finance Documents or changes its Facility Office; and
(ii)
as a result of circumstances existing at the date the transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under
then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred. This paragraph (f) shall not apply in respect of a transfer made in the ordinary course of the primary syndication of the Facility or in respect of a transfer to the ECA.
g)
Each New Lender, by executing the relevant Transfer Agreement, confirms, for the avoidance of doubt, that the Facility and ECA Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
24.3 Transfer fee
The New Lender shall, on the date upon which a transfer takes effect, pay to the Facility and ECA Agent (for its own account) a fee of EUR 5,000. For the avoidance of doubt, for the purposes of this
24.4 Limitation of responsibility of Existing Lenders
a)
Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i)
the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the ECA Insurance Policy or any other documents;
(ii)
the financial condition of the Borrower or the ECA;
(iii)
the performance and observance by the Borrower, the Buyer or the ECA of its obligations under the Transaction Documents, the ECA Insurance Policy or any other documents;
(iv)
the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document, the ECA Insurance Policy or any other document; or
(v)
the existence of any transferred rights or receivables or their accessories,
and any representations or warranties implied by law are excluded.
b)
Unless expressly agreed to the contrary, each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document;
(ii)
will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Total Commitments is in force; and
(iii)
has made and will continue to make its own independent investigation and assessment of the ECA Insurance Policy and has not relied exclusively on any information provided to it by the Existing Lender in connection with the ECA Insurance Policy.
c)
Nothing in any Finance Document obliges an Existing Lender to:
(i)
accept a re-transfer from a New Lender of any of the rights and obligations transferred under this
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower or the ECA of its obligations under the Transaction Documents, the ECA Insurance Policy or otherwise.
(Conditions of transfer) a transfer of rights and/or obligations is effected in accordance with paragraph (c) below when the Facility and ECA Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Facility and ECA Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement.
Any transfer shall be subject to an amendment of the ECA Insurance Policy so that the New Lender becomes an insured party under the ECA Insurance Policy.
b)
The Facility and ECA Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
c)
As from the Transfer Date:
(i)
to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and obligations under the Finance Documents, the Existing Lender shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards the Borrower and the Finance Parties under the Finance Documents; the Borrower and each Finance Party hereby expressly consent to such discharge, in accordance with article 1216-1 of the French Code civil;
(ii)
the rights and/or obligations of the Existing Lender with respect to the Borrower shall be transferred to the New Lender to the extent provided for in the Transfer Agreement;
(iii)
the Facility and ECA Agent, the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, the Green Loan Coordinator, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility and ECA Agent, the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, the Green Loan Coordinator and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv)
the New Lender shall become a Party as a “Lender”.
d)
The Facility and ECA Agent is irrevocably authorised by each Lender and the Borrower to execute a Transfer Agreement for and on their behalf.
e)
The Borrower undertakes to sign any document, provide any Authorisation and make all necessary formalities, which would be required by the Existing Lender, the New Lender or the Facility and ECA Agent or required as a matter of Serbian law or Serbian foreign exchange regulations in order to ensure the enforceability, recognition and priority of the transfer of the rights and/or obligations referred to in the Transfer Agreement and its effectiveness in the Republic of Serbia (including any reporting, registration and filing as well as having, at its own costs, any relevant document translated in its required form into Serbian language to the extent required for any such purposes).
24.6 Copy of Transfer Agreement to Borrower and registration with the
Central Bank
a)
The Facility and ECA Agent shall, as soon as reasonably practicable after it has executed a Transfer Agreement, send to the Borrower a copy of that Transfer Agreement.
b)
The Borrower shall, as soon as reasonably practicable after it has received a copy of the Transfer Agreement pursuant to Paragraph (a) above, but in any event within the time period prescribed by Serbian law (as applicable):
(i)
provide any Authorisation and sign any document (if and as required as a matter of Serbian law or Serbian foreign exchange regulations) to ensure the enforceability, recognition and priority of the transfer of the rights and/or obligations referred to in the Transfer Agreement;
(ii)
report to the Central Bank the change of Lender (including in case of a transfer of rights or a transfer of rights and obligations from any Lender to any entity which is a Lender prior to such transfer) under the relevant Transfer Agreement; and
(iii)
make appropriate corrections of the Lender’s identity in the law approving the budget of the Republic of Serbia for each subsequent year following the transfer or assignment and in the records relating to the Finance Documents kept by the Ministry of Finance of the Republic of Serbia,
and shall, as soon as practicable, provide the Facility and ECA Agent with evidence that each of the actions and requirements referred to in Paragraphs (i) to (iii) has been duly performed and complied with.
24.7 Security over Lenders' rights
a)
In addition to the other rights provided to Lenders under this
, each Lender may without consulting with or obtaining consent from the Borrower or any Finance Party but subject to the terms of the ECA Insurance Policy, at any time, directly or indirectly, transfer, charge, assign, pledge or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document including to secure obligations of that Lender including, without limitation:
(i)
any transfer, charge, assignment, pledge or other Security including to secure obligations to an Affiliate of a Lender, a federal reserve or central bank or equivalent body (including the European Central Bank, the European Investment Bank and the European Investment Fund) or to any refinancing vehicle (such as SFIL, Caisse Française de Financement Local, a société de crédit foncier, its Affiliates or other equivalent institutions), an export credit agency, a securitization fund or any entity in the framework of the direct or indirect financing or refinancing of a Lender or its Affiliates, including, without limitation, any transfer of rights to a securitisation special purpose entity where Security over securities issued by such securitisation special purpose entity is to be created in favour of a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank); and
(ii)
any transfer, charge, pledge or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
except that, without prejudice to the other provisions of this
, no such transfer, charge, pledge or Security shall:
(A) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant transfer, charge, pledge or other Security for the Lender as a party to any of the Finance Documents; or
(B) require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.
(Transfers by the Lenders), 24.2 (Conditions of transfer), 24.3 (Transfer fee), 24.5 (Procedure for transfer) and 24.6 (Copy of Transfer Agreement to the Borrower and registration with the Central Bank) shall not apply to any charge, assignment or Security made, created or enforced pursuant to this
The limitations and provisions referred to in paragraph (b) above shall further not apply to any transfer of rights under the Finance Documents or of the securities issued by the securitisation special purpose entity, made by a Lender, a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) to a third party in connection with the enforcement of Security created pursuant to paragraph (a) above.
d)
Upon the enforcement of any transfer, charge, pledge or Security created pursuant to paragraph (a) above, in each case subject to a notification to the Facility and ECA Agent and as from the date on which the Facility and ECA Agent is notified by, the beneficiary of such enforcement of transfer, charge, assignment, pledge or Security (the Beneficiary) shall, upon completion of the relevant conditions referenced in paragraph (d)(ii) of
(Conditions of transfer), be deemed to become a Party as Lender in respect of the Lender’s rights only which are subject to any such enforcement. The Facility and ECA Agent, the Beneficiary and the Lenders shall acquire the same rights and assume the same obligations under
(Sharing among the Finance Parties) between themselves as they would have acquired and assumed had the Beneficiary been an Original Lender.
e)
The Borrower undertakes to comply with all necessary formalities, if any, and take all steps necessary (including having, at its own costs, any relevant document translated in its required form into Serbian language to the extent required for any such purposes) in order to ensure the enforceability, recognition and priority of the transfer, charge, assignment, pledge or Security granted over any Lender’s rights under or pursuant to this Clause 24.7 and (as applicable) the enforcement thereof, in particular, including any formality required under Serbian law or Serbian foreign exchange regulations as well as notifying the Central Bank, as applicable, on the change of Lender (including in case of a transfer of rights or a transfer of rights and obligations from any Lender to any entity which is a Lender prior to such transfer) and, to the extent required under the laws and regulations of Serbia, on the change of the payee as a result of any charge, assignment or Security made, created or enforced pursuant to this Clause 24.7 and shall, as soon as practicable, provide the Facility and ECA Agent with evidence (including, without limitation and if applicable, the completed KZ form duly and validly issued by the Central Bank) that each of the actions and requirements referred to in this Paragraph (e) has been duly performed and complied with.
f)
No Finance Party (other than the Lender against whom the relevant transfer, charge, assignment, pledge or Security is being enforced) shall incur any further liability or obligation pursuant to any enforcement notice referred to in paragraph (d) above.