Zakon o potvrđivanju Ugovora o kreditnom aranžmanu br. 0020022188 koji se odnosi na neobezbeđeni zajam do iznosa od 260.000.000 evra uz garanciju UKEF u cilju finansiranja određenih građevinskih usluga od strane Bechtel Enka UK Limited, koji posluje u Srbiji preko Bechtel Enka UK Limited Ogranak Beograd za potrebe privrednog društva ,,Koridori Srbije" d.o.o. Beograd u vezi sa izgradnjom infrastrukturnog koridora autoputa E-761 deonice Pojate-Preljina (Moravski koridor) između Republike Srbije, koju zastupa Vlada Republike Srbije, postupajući preko Ministarstva finansija, kao Zajmoprimca i J.P. Morgan SE, kao Agenta i JPMorgan Chase Bank, N.A., London Branch, kao Prvobitnog ovlašćenog vodećeg aranžera i Credit Agricole Corporate and Investment Bank i Ing Bank N.V., kao ovlašćenih vodećih aranžera i Određenih drugih finansijskih institucija, kao Prvobitnih zajmodavaca

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DonosilacNarodna skupština Republike Srbije

Zakon o potvrđivanju Ugovora o kreditnom aranžmanu br. 0020022188 koji se odnosi na neobezbeđeni zajam do iznosa od 260.000.000 evra uz garanciju UKEF u cilju finansiranja određenih građevinskih usluga od strane Bechtel Enka UK Limited, koji posluje u Srbiji preko Bechtel Enka UK Limited Ogranak Beograd za potrebe privrednog društva ,,Koridori Srbije" d.o.o. Beograd u vezi sa izgradnjom infrastrukturnog koridora autoputa E-761 deonice Pojate-Preljina (Moravski koridor) između Republike Srbije, koju zastupa Vlada Republike Srbije, postupajući preko Ministarstva finansija, kao Zajmoprimca i J.P. Morgan SE, kao Agenta i JPMorgan Chase Bank, N.A., London Branch, kao Prvobitnog ovlašćenog vodećeg aranžera i Credit Agricole Corporate and Investment Bank i Ing Bank N.V., kao ovlašćenih vodećih aranžera i Određenih drugih finansijskih institucija, kao Prvobitnih zajmodavaca

12.Čl. 12.1–12.8

TAX GROSS UP AND INDEMNITIES

Clause12.1

Tax definitions

a)
In this Agreement,
"Protected Party" means a Finance Party which is or will be subject to any
liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the
purposes of Tax to be received or receivable) under a Finance Document;
"Tax Credit" means a credit against, relief or remission for, or repayment of
any Tax;
"Tax Deduction" means a deduction or withholding for or on account of Tax
from a payment under a Finance Document, other than a FATCA
Deduction; and
"Tax Payment" means either the increase in a payment made by the
Borrower to a Finance Party under
Clause 12.2
 (Tax gross up) or a
payment under
Clause 12.3
 (Tax indemnity).
b)
Unless a contrary indication appears, in this
Clause 12
 a reference to
"determines" or "determined" means a determination made in the
absolute discretion of the person making the determination.
Clause12.2

Tax gross up

a)
The Borrower shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.
b)
The Borrower shall promptly upon becoming aware that the Borrower must
make a Tax Deduction (or that there is any change in the rate or the basis
of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall
notify the Agent on becoming so aware in respect of a payment payable to
that Lender. If the Agent receives such notification from a Lender it shall
notify the Borrower.
c)
If a Tax Deduction is required by law to be made by the Borrower, the
amount of the payment due from the Borrower shall be increased to an
amount which (after making any Tax Deduction) leaves an amount equal to
the payment which would have been due if no Tax Deduction had been
required.
d)
If the Borrower is required to make a Tax Deduction, that Borrower shall
make that Tax Deduction and any payment required in connection with that
Tax Deduction within the time allowed and in the minimum amount required
by law.
e)
Within thirty (30) days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Borrower making that
Tax Deduction shall deliver to the Agent for the Finance Party entitled to the
payment evidence reasonably satisfactory to that Finance Party that the
Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.
Clause12.3

Tax indemnity

a)
The Borrower shall (within five (5) Business Days of demand by the Agent)
pay to a Protected Party an amount equal to the loss, liability or cost which
that Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.
b)
Paragraph (a) above shall not apply:
(i)
with respect to any Tax assessed on a Finance Party:
(A) under the law of the jurisdiction in which that Finance Party is
incorporated or, if different, the jurisdiction (or jurisdictions) in
which that Finance Party is treated as resident for tax
purposes; or
(B) under the law of the jurisdiction in which that Finance Party's
Facility Office is located in respect of amounts received or
receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net
income received or receivable (but not any sum deemed to be
received or receivable) by that Finance Party; or
ii)
to the extent a loss, liability or cost:
(A) is compensated for by an increased payment under Clause
12.2 (Tax gross up); or
(B) relates to a FATCA Deduction required to be made by a Party.
c)
A Protected Party making, or intending to make a claim under paragraph (a)
above shall promptly notify the Agent of the event which will give, or has
given, rise to the claim, following which the Agent shall notify the Borrower.
d)
A Protected Party shall, on receiving a payment from the Borrower under
this
Clause 12.3
, notify the Agent.
Clause12.4

Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party
determines that:
a)
a Tax Credit is attributable to an increased payment of which that
Tax Payment forms part, to that Tax Payment or to a Tax Deduction
in consequence of which that Tax Payment was required; and
b)
that Finance Party has obtained and utilised that Tax Credit,
the Finance Party shall pay an amount to the Borrower which that Finance
Party determines will leave it (after that payment) in the same after-Tax
position as it would have been in had the Tax Payment not been required to
be made by the Borrower.
Clause12.5

Stamp taxes

The Borrower shall pay and, within three (3) Business Days of demand,
indemnify each Finance Party against any cost, loss or liability that Finance
Party incurs in relation to all stamp duty, registration and other similar Taxes
payable in respect of any Finance Document.
Clause12.6

VAT

a)
All amounts expressed to be payable under a Finance Document by any
Party to a Finance Party which (in whole or in part) constitute the
consideration for any supply for VAT purposes are deemed to be exclusive
of any VAT which is chargeable on that supply, and accordingly, subject to
paragraph (b) below, if VAT is or becomes chargeable on any supply made
by any Finance Party to any Party under a Finance Document and such
Finance Party is required to account to the relevant tax authority for the
VAT, that Party must pay to such Finance Party (in addition to and at the
same time as paying any other consideration for such supply) an amount
equal to the amount of the VAT (and such Finance Party must promptly
provide an appropriate VAT invoice to that Party).
b)
If VAT is or becomes chargeable on any supply made by any Finance Party
(the "Supplier") to any other Finance Party (the "Recipient") under a
Finance Document, and any Party other than the Recipient (the "Relevant
Party") is required by the terms of any Finance Document to pay an
amount equal to the consideration for that supply to the Supplier (rather
than being required to reimburse or indemnify the Recipient in respect of
that consideration):
i)
(where the Supplier is the person required to account to the relevant
tax authority for the VAT) the Relevant Party must also pay to the
Supplier (at the same time as paying that amount) an additional
amount equal to the amount of the VAT. The Recipient must (where
this paragraph (i) applies) promptly pay to the Relevant Party an
amount equal to any credit or repayment the Recipient receives from
the relevant tax authority which the Recipient reasonably determines
relates to the VAT chargeable on that supply; and
ii)
(where the Recipient is the person required to account to the
relevant tax authority for the VAT) the Relevant Party must promptly,
following demand from the Recipient, pay to the Recipient an
amount equal to the VAT chargeable on that supply but only to the
extent that the Recipient reasonably determines that it is not entitled
to credit or repayment from the relevant tax authority in respect of
that VAT.
c)
Where a Finance Document requires any Party to reimburse or indemnify a
Finance Party for any cost or expense, that Party shall reimburse or
indemnify (as the case may be) such Finance Party for the full amount of
such cost or expense, including such part thereof as represents VAT, save
to the extent that such Finance Party reasonably determines that it is
entitled to credit or repayment in respect of such VAT from the relevant tax
authority.
d)
Any reference in this
Clause 12.6
 to any Party shall, at any time when such
Party is treated as a member of a group for VAT purposes, include (where
appropriate and unless the context otherwise requires) a reference to the
person who is treated at that time as making the supply, or (as appropriate)
receiving the supply, under the VAT grouping rules (provided for in
Article 11
of Council Directive 2006/112/EC (or as implemented by the relevant
member state of the European Union) or any other similar provision in any
jurisdiction which is not a member state of the European Union) so that a
reference to a Party shall be construed as a reference to that Party or the
relevant group or unity (or fiscal unity) of which that Party is a member for
VAT purposes at the relevant time or the relevant representative member
(or representative or head) of that group or unity (or fiscal unity) at the
relevant time (as the case may be).
e)
In relation to any supply made by a Finance Party to any Party under a
Finance Document, if reasonably requested by such Finance Party, that
Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in
connection with such Finance Party's VAT reporting requirements in relation
to such supply.
Clause12.7

FATCA Information

a)
Subject to paragraph (c) below, each Party shall, within ten (10) Business
Days of a reasonable request by another Party:
i)
confirm to that other Party whether it is:
(A) a FATCA Exempt Party; or
(B) not a FATCA Exempt Party;
ii)
supply to that other Party such forms, documentation and other
information relating to its status under FATCA as that other Party
reasonably requests for the purposes of that other Party's
compliance with FATCA; and
iii)
supply to that other Party such forms, documentation and other
information relating to its status as that other Party reasonably
requests for the purposes of that other Party's compliance with any
other law, regulation, or exchange of information regime.
b)
If a Party confirms to another Party pursuant to paragraph (a)(i) above that
it is a FATCA Exempt Party and it subsequently becomes aware that it is
not or has ceased to be a FATCA Exempt Party, that Party shall notify that
other Party reasonably promptly.
c)
Paragraph (a) above shall not oblige any Finance Party to do anything, and
paragraph (a)(iii) above shall not oblige any other Party to do anything,
which would or might in its reasonable opinion constitute a breach of:
i)
any law or regulation;
ii)
any fiduciary duty; or
iii)
any duty of confidentiality.
d)
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to
supply forms, documentation or other information requested in accordance
with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt,
where paragraph (c) above applies), then such Party shall be treated for the
purposes of the Finance Documents (and payments under them) as if it is
not a FATCA Exempt Party until such time as the Party in question provides
the requested confirmation, forms, documentation or other information.
Clause12.8

FATCA Deduction

a)
Each Party may make any FATCA Deduction it is required to make by
FATCA, and any payment required in connection with that FATCA
Deduction, and no Party shall be required to increase any payment in
respect of which it makes such a FATCA Deduction or otherwise
compensate the recipient of the payment for that FATCA Deduction.
b)
Each Party shall promptly, upon becoming aware that it must make a
FATCA Deduction (or that there is any change in the rate or the basis of
such FATCA Deduction), notify the Party to whom it is making the payment
and, in addition, shall notify the Borrower and the Agent and the Agent shall
notify the other Finance Parties.