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 34. 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 – CONFIDENTIALITY
(Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
34.2 Disclosure of Confidential Information
Any Finance Party may disclose:
a)
to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, service providers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph
a)
is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
b)
to any person (other than the persons referred to in paragraph (a) above and (d) below):
(i)
to (or through) whom it transfers (or may potentially transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility and ECA Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii)
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation or insurance or reinsurance arrangements (including any insurer and insurance broker), in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii)
appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b) (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;
(iv)
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v)
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi)
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(vii)
to whom or for whose benefit that Finance Party transfers, charges, assigns, pledges or otherwise creates Security (or may do so) pursuant to Clause 24.7 (Security over Lenders' rights) including to a federal reserve or central bank or equivalent body (including, for the avoidance of doubt, the European Central Bank, the European Investment Bank and the European Investment Fund) to (or through) whom it creates Security pursuant to Clause 24.7 (Security over Lenders' rights) and any federal reserve or central bank or equivalent body (including, for the avoidance of doubt, the European Central Bank, the European Investment Bank and the European Investment Fund) may disclose such Confidential Information to a third party to whom it transfers (or may potentially transfer) rights under the Finance Documents or the securities issued by the special purpose vehicle in connection with the enforcement of such Security;
(viii)
who is a Party; or
(ix)
with the prior written consent of the Borrower;
in each case, such Confidential Information as that Finance Party shall consider appropriate if:
(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii), the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, (a) in the opinion of that Finance Party, it is not practicable so to do in the circumstances or (b) if the recipient is subject to professional obligations to maintain the confidentiality of the Confidential Information; and
c)
to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of Confidentiality Undertaking agreed between the Borrower and the relevant Finance Party.
d)
to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower and/or a Lender if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;
e)
to the Seller, such Confidential Information as that Finance Party shall consider appropriate in the context of the financing of the Project under the Finance Documents;
f)
to the ECA and to the French Authorities, such Confidential Information as that Finance Party shall consider appropriate, and the ECA may, in turn, disclose any Confidential Information:
(i)
to any persons (A) to whom the ECA transfers (or potentially transfers) its rights, benefits and/or interests in, under or in connection with the Finance Documents and/or the ECA Insurance Policy or (B) from whom the ECA obtains (or potentially obtains) any risk/credit enhancement or reinsurance/counter-guarantee (including their agents, brokers and consultants) by reference to the ECA Insurance Policy or the Finance Documents;
(ii)
to any of its Affiliates, parent and/or ultimate shareholder or any other entity belonging to the same group as the ECA;
(iii)
to the French State, any administrative, judicial or arbitration authority or any French or European control authority or other authority under the control of the French State or the European Union, to French local authorities (collectivités territoriales), any European institution and any entity which provides funding, liquidity or refinancing directly or indirectly in connection with the ECA Insurance Policy;
(iv)
to any entity which participates or acts directly or indirectly in or with reference to the ECA Insurance Policy in connection with any reinsurance or co-insurance undertakings;
(v)
to any state authorities and relevant multilateral bodies or organisations (including, inter alios, the Organisation for Economic Co-operation and Development (OECD), the European Union and the Berne Union (The International Union of Credit & Investment Insurers))
(vi)
following any payment by the ECA under the ECA Insurance Policy;
(vii)
to any of the persons referred to in paragraphs (b)(v) and (b)(vi) above; or
(viii)
with the written consent of the Borrower, not to be unreasonably withheld.
34.3 Disclosure to financial information agencies for compiling league table
data
The Borrower acknowledges and agrees that the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent nor the Green Loan Coordinator and the Lenders may disclose to any marketing body of the credit industry, and for marketing purpose only, information relating to the Facility and/or the Finance Documents which would be necessary and usual for the league table (in particular information relating to the different capacities of the Finance Parties, the country of domicile of the Borrower, the nature of the transaction, the type and purpose of the Facility, the execution dates, the closing dates, the industry and the nature of the activity, the amount of the Total Commitments and the applicable duration and Margin).
34.4 Disclosure to numbering service providers
a)
Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide administration or settlement services including without limitation, in relation to the trading of participations in respect of this Agreement, this Agreement, the Facility and/or the Borrower the following information:
date of each amendment and restatement of this Agreement;
(vi)
amount of Total Commitments and the relevant Finance Party’s share;
(vii)
currency of the Facility;
(viii)
type of Facility;
(ix)
ranking of Facility;
(x)
Final Maturity Dates for the Facility;
(xi)
changes to any of the information previously supplied pursuant to paragraphs (i) to (x) above; and
(xii)
such other information agreed between such Finance Party and the Borrower,
to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
b)
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
c)
The Borrower represents that none of the information set out in paragraphs (i) to (xii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information
34.5 Disclosure to Equator Principles Limited
Any Finance Party may disclose to Equator Principles Limited (or any successor) the following information:
a)
Project name as “Design and construction of the transport system for the Belgrade Metro Line 1 Phase 1”;
b)
Calendar year in which all conditions precedent referred to in
(Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
(Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:
a)
the date on which all amounts payable by the Borrower under or in connection with the Finance Documents have been paid in full and all Total Commitments have been cancelled or otherwise cease to be available; and
b)
the date on which such Finance Party otherwise ceases to be a Finance Party.
34.8 General Data Protection Regulation
a)
The Finance Parties undertake to comply with their obligations under the rules applicable to the processing of personal data, in particular, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the French law n° 78-17 of 6 January 1978 (as modified) to the extent applicable and relating to processing that would be necessary under the performance of this Agreement.
b)
The personal data gathered in the framework of this Agreement relates to individuals who are, in particular, the Representatives, including Representatives of the Finance Parties. The data collection and the resulting processing are necessary for the performance of the Agreement, in compliance with the legal and regulatory obligations and the purposes described in the information notices available on the websites mentioned below.
c)
The Borrower undertakes to inform the individuals mentioned in Paragraph (b) above, except the Representatives of the Finance Parties, of the personal data protection policy of the Finance Parties.
d)
The policy of protection of data by the Finance Parties may be consulted on the following internet addresses:
(i)
for BNP PARIBAS: https://cib.bnpparibas.com/about/privacy-policy_a-38-60.html
(ii)
for CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK:
https://www.ca-cib.com/personal-data
iii)
for SOCIETE GENERALE:
http://global.societegenerale.com/en/gdpr/
e)
for any New Lender, as the case may be, on the internet addresses set out in the relevant Transfer Agreement