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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Donosilac	Narodna skupština Republike Srbije

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17.Čl. 17.1–17.30

REPRESENTATIONS

Podeli

StrukturaBroj

Odeljaka0

Odseka0

Pododseka0

Celina0

Članova30

Stavova251

Tačaka54

Podtačaka6

Izmena0

UvodUvod

The Borrower makes the representations and warranties set out in this

Clause 17

to each Finance Party on the date of this Agreement and on the

Effective Date.

Clause17.1

Status

Each of the Borrower and the Buyer has the power to own its assets and

carry on its operations and activities as they are being conducted and to

bind the Republic of Serbia.

Clause17.2

Binding obligations

The obligations expressed to be assumed by each of the Borrower and the

Buyer in each Transaction Document are legal, valid, binding and

enforceable obligations (subject only, in the case of the Borrower, in relation

to the incurrence of indebtedness and the assumption of payment

obligations by the Borrower under this Agreement, to the publication of the

Official Gazette of the Republic of Serbia in which the law on ratification of

this Agreement by the National Assembly of the Republic of Serbia has

been published).

Clause17.3

Non-conflict with other obligations

The entry into and performance by each of the Borrower and the Buyer of,

and the transactions contemplated by, the Transaction Documents do not

and will not conflict with:

any Applicable Law;

the constitution of the Relevant Jurisdiction or the constitutional

documents of any of it and its government agencies; or

any agreement, mortgage, bond, judgment, arbitral award or other

instrument international agreement or treaty, including with the IMF

or any other international institution, to which it or its government

agencies are party or which is binding upon them or any of their

assets or constitute a default or termination event (howsoever

described) under any such agreement or instrument.

Clause17.4

Power and authority

Each of the Borrower and the Buyer has full power to enter into,

perform and deliver, and has taken all necessary actions to

authorise the entry into and performance and delivery of, the relevant Transaction Documents to which it is or will be a party and

the transactions contemplated by those Transaction Documents

(subject only, in the case of the Borrower, in relation to the

incurrence of indebtedness and the assumption of payment

obligations by the Borrower under this Agreement, to the publication

of the Official Gazette of the Republic of Serbia in which the law on

ratification of this Agreement by the National Assembly of the

Republic of Serbia has been published).

No limit on the powers of the Borrower will be exceeded as a result

of the borrowing or giving of guarantees or indemnities

contemplated by the Finance Documents to which it is a party

(including, for avoidance of doubt, the limit on public debt set in the

relevant annual budget law of the Republic of Serbia).

All Authorisations and acts which are required or advisable in

connection with the entry into, performance, legality, validity and

enforceability of, and the transactions contemplated by, the relevant

Transaction Documents have been obtained or performed (as

appropriate) and are in full force and effect.

It has the capacity to sue and be sued before any court and/or

arbitration tribunal which may be competent pursuant to the Finance

Documents.

Clause17.5

Validity and admissibility in evidence

All Authorisations and other acts, conditions and things required or

desirable:

to enable each of the Borrower and the Buyer lawfully to enter into,

exercise its rights and comply with its obligations in the Transaction

Documents to which it is a party;

to ensure that the obligations expressed to be assumed by each of

the Borrower and the Buyer in the Transaction Documents are legal

valid, binding and enforceable; and

to make the Transaction Documents to which each of the Borrower

and the Buyer is a party admissible in evidence in the Relevant

Jurisdiction (subject to such Transaction Document being translated

into Serbian language),

have been obtained or effected and are in full force and effect (other than,

in the case of the Borrower, in relation to the incurrence of indebtedness and the assumption of payment obligations by the Borrower under this

Agreement, to the publication of the Official Gazette of the Republic of

Serbia in which the law on ratification of this Agreement by the National

Assembly of the Republic of Serbia has been published).

Clause17.6

Governing law and enforcement

The choice of the law stated to be the governing law of each Finance

Document and all non-contractual obligations arising from or connected

with them will be recognised and enforced in its Relevant Jurisdiction.

Any judgment obtained in England in relation to a Finance Document will be

recognised and enforced in the Relevant Jurisdiction.

The agreement not to claim immunity in relation to a Finance Document to

which the Borrower or its assets may be entitled will be recognised and

enforced in the Relevant Jurisdiction.

The submission to arbitration as specified in the Finance Documents will be

recognised and enforced in the Relevant Jurisdiction.

Clause17.7

Deduction of Tax

Except for taxes imposed by way of withholding on interest paid to non-

residents of the jurisdiction of the Borrower, it is not required to make any

Tax Deduction for any payment it may make under the Finance Documents

and it is obliged to pay any additional amounts payable pursuant to Clause

12 (Tax Gross-Up and Indemnities).

Clause17.8

No filing or stamp taxes

Under the law of the Relevant Jurisdiction it is not necessary that the

Finance Documents be filed, recorded or enrolled with any court or other

authority in that jurisdiction or that any stamp, registration, notarial or similar

Taxes or fees be paid on or in relation to the Finance Documents or the

transactions contemplated by the Finance Documents, except that the

Borrower is obliged to:

report to the NBS:

(i)

this Agreement and any changes thereto;

(ii)

any changes to the Lenders; and

(iii)

each Utilisation and each repayment or prepayment under

this Agreement,

public debt records kept by the Public Debt Administration of the

Ministry of Finance of the Republic of Serbia.

Clause17.9

No Default

No Default is continuing or might reasonably be expected to result from the

making of any Utilisation or the entry into, the performance of, or any

transaction contemplated by, any Finance Document.

No other event or circumstance is outstanding which constitutes (or, with

the expiry of a grace period, the giving of notice, the making of any

determination or any combination of any of the foregoing, would constitute)

a default or termination event (however described) under any other

agreement or instrument which is binding on it or to which its assets are

subject which has or might have a Material Adverse Effect.

Clause17.10

No misleading information

All factual information provided by or on behalf of it (including by its

advisers) to a Finance Party in relation to the Facility was true, complete

and accurate in all material respects as at the date it was provided and is

not misleading in any respect.

Nothing has occurred or been omitted and no information has been given or

withheld that results in the information provided by or on behalf of the

Borrower or any of its government agencies (including by their advisers)

being untrue or misleading in any material respect.

Clause17.11

Financial position

There has been no material adverse change in the Borrower's or the

Buyer's economic condition since the date of this Agreement.

Any budgets and forecasts supplied under this Agreement were arrived at

after careful consideration and have been prepared in good faith on the

basis of recent historical information and on the basis of assumptions which

were reasonable as at the date they were prepared and supplied.

Clause17.12

Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari

passu with the claims of all its other unsecured and unsubordinated

creditors in respect of External Financial Indebtedness, save for such

obligations as may be preferred by provisions of law that are of mandatory

application at the date hereof and, in the case of the Borrower, will be

payable out of the public revenues and other assets of the Borrower.

Clause17.13

No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of,

or before any court, arbitral body or agency which, if adversely determined,

might reasonably be expected to have a Material Adverse Effect has or

have (to the best of its knowledge and belief) been started or threatened

against it and its government agencies.

No judgment or order of a court, arbitral tribunal or other tribunal or any

order or sanctions of any governmental or other regulatory body which is

reasonably likely to have a Material Adverse Effect has (to the best of its

knowledge and belief (having made due and careful enquiry)) been made

against it and its government agencies or the Buyer.

Clause17.14

No breach of laws

It has not breached any law or regulation which breach has or is reasonably

likely to have a Material Adverse Effect.

Clause17.15

Environmental laws and standards

No E&S Trigger Events have occurred and are continuing.

As far as it is aware (having made all reasonable enquiries), it has not

omitted to provide UK Export Finance with any information in its possession

relating to the Environment which, had it been provided, would have

resulted in any environmental and/or social report investigation, audit or

assessment being materially inaccurate or incomplete, and all information

provided to UK Export Finance is, to the best of its knowledge (having

made all reasonable enquiries), correct and up-to-date.

No E&S Claims have been commenced and are continuing, and having

made all reasonable enquiries, it is not aware of the threat of any E&S

Claims with the exception, in either case, of any which are frivolous or

vexatious and which it reasonably believes will be discharged, stayed,

rejected or dismissed within sixty (60) days of commencement.

No E&S Investigations are being conducted or are pending.

Clause17.16

Anti-corruption law

Each of the Borrower and the Buyer is in compliance with applicable Anti-

Corruption Laws and has instituted and maintains as at the date of this

Agreement and as at the Effective Date policies and procedures designed

to promote and achieve compliance with such laws.

None of:

(i)

the Borrower or the Buyer, (nor, to the best of their knowledge and

belief (having made due and careful enquiry), any agent, director,

employee or officer of any of the Borrower or the Buyer), nor

ii)

(in any capacity in connection with the financing of the Project or in

connection with the Export Contract,) any of the Borrower's

government agencies, (nor, to the best of their knowledge and belief

(having made due and careful enquiry), any agent, director,

employee or officer of any of the Borrower's government agencies),

has made or received, or directed or authorised 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, where this violates or would violate, or creates or would create

liability for it or any other person under, any Anti-Corruption Laws.

None of:

(i)

the Borrower or the Buyer, (nor to the best of their knowledge and

belief (having made due and careful enquiry), any agent, director,

employee or officer of any of the Borrower or the Buyer), nor

ii)

(in any capacity in connection with the financing of the Project or in

connection with the Export Contract) any of the Borrower's

government agencies (nor to the best of their knowledge and belief

(having made due and careful enquiry) any agent, director,

employee or officer of any of the Borrower's government agencies)

is being investigated by any agency, or party to any proceedings, in each

case in relation to any Anti-Corruption Laws.

Clause17.17

Sanctions Laws and Regulations

Save as disclosed in writing to UK Export Finance and to the Agent prior to

the date of this Agreement (in form and substance satisfactory to UK Export

Finance and the Agent), none of the Borrower or the Buyer, nor to the best

of their knowledge and belief (having made due and careful enquiry), no

minister, director, officer, employee or agent of the Borrower or the Buyer

that will act in any capacity in connection with or benefit from the credit

facility established by this Agreement, is a Sanctioned Person.

No Utilisation, use of proceeds or other transaction contemplated by this

Agreement will violate any applicable Sanctions Laws and Regulations.

The foregoing representations this above

will not apply to any party hereto to which (i) Council Regulation (EC) 2271/96 (or any law or regulation implementing such Regulation in any

member state of the European Union) or (ii) any similar law or regulation in

the United Kingdom (the "Blocking Law") applies, if and to the extent that

such representations are or would be unenforceable by or in respect of that

party pursuant to, or would otherwise result in a breach and/or violation of

any provision of, the Blocking Law.

Clause17.18

External Financial Indebtedness

None of its External Financial Indebtedness is secured by any Security or

Quasi-Security on or with respect to the Public Assets other than as

permitted by this Agreement.

Clause17.19

Good title to assets

Each of the Borrower and the Buyer has a good, valid and marketable title

to, or valid leases or licences of, and all appropriate Authorisations to use,

the assets necessary to carry on the Project.

Clause17.20

No Immunity

In any proceedings taken in the Relevant Jurisdiction in relation to Finance

Documents, it will not be entitled to claim for itself or any of its assets

immunity from suit or other legal process, except for immunity from

enforcement in respect of any present or future:

"premises of the mission" as such term is defined in the Vienna

Convention on Diplomatic Relations of 1961;

"consular premises" as such term is defined in the Vienna

Convention on Consular Relations of 1963;

assets that cannot be in commerce;

military property or military assets and buildings, weapons or

equipment designated for defence, state and public security;

receivables the assignment of which is restricted by law;

natural resources, common use items, grids in public ownership,

river basin land and water facilities in public ownership, protected

natural heritage in public ownership and cultural heritage in public

ownership;

real estate in public ownership which is, partly or entirely, used by

the authorities of the Republic of Serbia, autonomous provinces or

local self-government for the purpose of exercising their rights and

duties;

the state's, autonomous province's or local government's stocks and

shares in companies and public enterprises, unless the relevant

entity consented to the establishment of a pledge over such stocks

or shares; or

movable or immovable assets of health institutions, unless a

mortgage was established based on the Government's decision,

the assets listed in paragraphs (a) – (i) above (inclusive) being "Excluded

Assets".

Clause17.21

Private and commercial acts

Each of the Borrower's and the Buyer's execution of the Transaction

Documents to which it is a party constitutes, and its exercise of its rights

and performance of its obligations under those Transaction Documents will

constitute, private and commercial acts done and performed for private and

commercial purposes.

Clause17.22

IMF

It is a member in good standing and eligible to use the resources of the IMF

and the IBRD and is able to draw or make use of funds available to it under

any IMF or IBRD funding programme and no such programme has been

cancelled or suspended.

Clause17.23

Exchange controls

Under the laws of the Relevant Jurisdiction, all payments to be made under

the Finance Documents may be freely transferred out of the Relevant

Jurisdiction and may be paid in, or freely converted into, the Facility

Currency.

The Borrower has obtained all foreign exchange control approvals or such

other Authorisations as are required to assure the availability of the Facility

Currency to enable the Borrower to perform all of its obligations under the

Finance Document to which it is a party.

There are no restrictions or requirements currently in effect that limit the

availability or transfer of foreign exchange which would restrict the ability of

the Borrower to perform its obligations under any Finance Document.

Clause17.24

Public procurement rules

All public procurement rules in the Relevant Jurisdictions which are

applicable to the entry into and the exercise of its rights and performance of

each of the Borrower's and the Buyer's obligations under the Transaction

Documents to which it is a party have been complied with.

Clause17.25

Budget and limits

The funds necessary for the payment of all of the obligations of the

Borrower under the Finance Documents have been provided for under the

Law Approving the Budget of the Republic of Serbia for that year, (which for

the year 2025 is Zakon o budžetu Republike Srbije za 2025. godinu, Official

Gazette of the Republic of Serbia, no. 94/2024).

Its borrowings and guarantees are within any limits (if any) set by the IMF,

the World Bank and applicable international treaties.

Clause17.26

Reserves

The Republic of Serbia and the NBS have full ownership, power, control

and authority to use the Reserves. The Borrower has fully disposable to it

part of the available Reserves for the satisfaction and discharge of its

obligations under the Finance Documents and does not require any licence

or any other Authorisation of any person or Government Entity or other

agency to use such part of the Reserves. The Republic of Serbia is the

beneficial owner of the Reserves. The NBS is the central bank and

monetary authority of the Republic of Serbia that is empowered to hold and

manage the Reserves, including the part of the Reserves that is fully

disposable by the Borrower, in a manner that contributes to the due

performance of the Republic of Serbia's foreign debt obligations, which will

include the obligations under the Finance Documents.

Clause17.27

No additional export credit financing

Other than for the purposes of replacing or refinancing any Financial

Indebtedness extended and/or outstanding under the Finance Documents

in whole (and not in part), the Borrower has not incurred any other Financial

Indebtedness extended by or on behalf of (or guaranteed or insured by or

on behalf of) any other export credit agency in respect of the Project or any

amount paid or payable by the Buyer under or in relation the Export

Contract other than Financial Indebtedness (a) in relation to the Export

Contract guaranteed by the Multilateral Investment Guarantee Agency or

otherwise consented to in accordance with

Clause 19.14

(Consent to

additional Financial Indebtedness in respect of further export credit

financing).

Clause17.28

Licences

It is not necessary under the laws of the Relevant Jurisdiction:

(i)

in order to enable any Finance Party to enforce its rights under any

Finance Document; or

ii)

by reason of the execution of any Finance Document or the

performance by it of its obligations under any Finance Document,

that any Finance Party or UK Export Finance should be licensed, qualified

or otherwise entitled to carry on business in any of its Relevant

Jurisdictions.

No Finance Party is or will be deemed to be resident, domiciled or carrying

on business in its Relevant Jurisdictions by reason only of the execution,

performance and/or enforcement of any Finance Document.

Clause17.29

Moratorium

No moratorium has been declared or has de facto come into effect on the

payment of any of its External Financial Indebtedness and it has not

commenced negotiations with any one or more of its External Financial

Indebtedness creditors with a view to the general readjustment or

rescheduling of its indebtedness.

Clause17.30

Repetition

The Repeating Representations are deemed to be made by the Borrower

by reference to the facts and circumstances then existing on the date of

each Utilisation Request and each Interest Payment Date.

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