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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Opšte Informacije

Donosilac	Narodna skupština Republike Srbije

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19.Čl. 19.1–19.14

GENERAL UNDERTAKINGS

Podeli

StrukturaBroj

Odeljaka0

Odseka0

Pododseka0

Celina0

Članova14

Stavova350

Tačaka90

Podtačaka6

Izmena0

UvodUvod

The undertakings in this

Clause 19

remain in force from the date of this

Agreement for so long as any amount is outstanding under the Finance

Documents or any Commitment is in force.

Clause19.1

Authorisations

The Borrower must (and shall ensure that, in respect of paragraph (a)

below, the Buyer will):

maintain, comply with and perform all other acts, conditions and

things required or desirable to maintain in full force and effect and

(where applicable, and in such case as soon as practicable) obtain

any Authorisation required under any Applicable Law

in order to enable it to lawfully enter into, exercise its rights,

perform its obligations under, or for the legality, validity,

enforceability or admissibility in evidence of the Transaction

Documents (and supply certified copies to the Agent thereof)

including, in respect of the Borrower only, any necessary

Authorisation, if one is required, to ensure that the Borrower

may fully dispose of any Reserves in order to perform its

obligations under the Finance Documents; and

ii)

to ensure that the obligations expressed to be assumed by

the Borrower in the Finance Documents are legal, valid,

binding and enforceable,

ensure that all amounts which are scheduled to fall due under the

Transaction Documents in each calendar year are included in the

law approving the budget of the Republic of Serbia (Zakon o

budžetu Republike Srbije) for that calendar year.

Clause19.2

Compliance with laws

The Borrower shall (and shall ensure that the Buyer will) comply in

all respects with the Applicable Law, if failure so to comply would

materially impair the Borrower's ability to perform its obligations

under the Finance Documents.

The Borrower will (and shall ensure that the Buyer will) maintain in

effect and enforce policies and procedures designed to ensure

compliance by the Borrower, the Buyer, their Subsidiaries and their

respective directors, officers, employees and agents with Anti-

Corruption Laws.

Clause19.3

IMF

The Borrower shall fulfil its obligations as a member of the IMF and IBRD

(or any successor of the IMF or IBRD) at all times.

Clause19.4

Negative pledge

In this

Clause 19.4

, "Quasi-Security" means an arrangement or

transaction described in paragraph (d) below.

The Borrower shall not, and shall ensure that each of its government

agencies shall not, create or permit to subsist any Security over

Public Assets, owned or subsequently acquired, securing the

payment of the Borrower's External Financial Indebtedness, unless

at the same time or prior thereto, it or its agencies (as applicable)

secure the Loans equally and rateably with such Security or provide

such other arrangement (whether or not comprising Security) as is

satisfactory to the Agent.

The Borrower shall ensure that neither it nor the Buyer nor any of its

government agencies will:

create or permit to subsist any Security or Quasi-Security

over any assets comprised within the Project or any of the

Buyer's rights under the Export Contract; or

ii)

sell, transfer or otherwise dispose of any assets comprised

within the Project or any of the Buyer's rights under the

Export Contract.

The Borrower shall ensure that neither it nor any of its government

agencies will:

sell, transfer or otherwise dispose of any of its assets on

terms whereby they are or may be leased to or re-acquired by

the Borrower or its government agencies;

ii)

sell, transfer or otherwise dispose of any of its receivables on

recourse terms;

iii)

enter into any arrangement under which money or the benefit

of a bank or other account may be applied, set-off or made

subject to a combination of accounts; or

iv)

enter into any other preferential arrangement having a similar

effect,

in circumstances where the arrangement or transaction is entered

into primarily as a method of raising External Financial

Indebtedness.

Paragraphs (a) and (c) above do not apply to any Security or (as the

case may be) Quasi-Security, listed below:

any netting or set-off arrangement entered into by the

Borrower or any of its government agencies in the ordinary

course of its banking arrangements for the purpose of netting

debit and credit balances;

ii)

any payment or close out netting or set-off arrangement

pursuant to any hedging transaction entered into by the

Borrower and its government agencies for the purpose of:

(A) hedging any risk to which any government agencies

are exposed in their ordinary course of trading; or

(B) its interest rate or currency management operations

which are carried out in the ordinary course of

business and for non-speculative purposes only,

excluding, in each case, any Security or Quasi-Security under

a credit support arrangement in relation to a hedging

transaction;

iii)

any lien arising by operation of law;

iv)

any Security or Quasi Security upon property incurred solely

for the purpose of financing the acquisition or construction of

such property;

any Security or Quasi Security existing on property at the time

of its acquisition;

vi)

any renewal or extension of any Security or Quasi Security of

the kind described in paragraphs (i) to (v) above, provided

that the principal amount of the External Financial

Indebtedness secured is not increased and such renewal or

extension is limited to the original property covered thereby;

and

vii)

in addition to the Security or Quasi Security described in

paragraphs (i) to (vi) above, Security over Public Assets in

any calendar year having a market value of EUR 1,000,000

or its equivalent in other currencies.

Clause19.5

Disposals

The Borrower shall not transfer or permit the transfer of any Public Assets

to any separate agency, Government Entity or other legal entity controlled

directly or indirectly by the Borrower or any of its agencies (i) for the

purpose of avoiding the negative pledge in

Clause 19.4

(Negative Pledge)

or (ii) if the transfer would impair its ability, or the Buyer's ability, to perform

their obligations under the Transaction Documents, other than:

disposals in the ordinary course of trading;

disposals of assets (otherwise than in the ordinary course of

business) for full cash consideration, provided that such disposal

does not relate to or affect any assets comprised within the Project

or any of the Buyer's rights under the Export Contract;

disposals of assets in exchange for other assets comparable or

superior as to type, value or quality;

disposals of cash raised or borrowed for the purpose for which it

was raised or borrowed;

disposals with the prior written consent of the Agent; and

any other disposal for full value of an asset unless such disposal

might (in the opinion of the Majority Lenders) have a Material

Adverse Effect.

Clause19.6

Environmental undertakings (a) E&S Self-Monitoring Reports

The Borrower shall, or shall procure that the Buyer or the Exporter

will, provide a report to UK Export Finance in a form and substance

acceptable to UK Export Finance at the times set out in paragraph

ii)

or (iii) below, containing the following:

(A) a statement that (and details of how):

(in respect of the first E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Borrower and/or the Buyer) have been fulfilled since the date of this Agreement; and

(2)

(in respect of each subsequent E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Borrower and/or the Buyer) in the period since the most recent E&S Self-Monitoring Report have been fulfilled,

or, if it is not able to make such a statement, a disclosure of

the E&S Obligations that have not been fulfilled providing full

details of such occurrence and any planned mitigation;

(B) details of any E&S Investigations or E&S Claims subsisting at

that time; and

the Project.

ii)

Unless an E&S Trigger Event has occurred and is continuing, the

Borrower shall, or shall procure that the Buyer will, provide an E&S

Self-Monitoring Report within twenty (20) Business Days of the end

of:

(A) each three (3) month period during the Construction Phase;

and

(B) each twelve (12) month period from the commencement of

the Operations Phase.

iii)

If an E&S Trigger Event has occurred and is continuing, UK Export

Finance may require the Borrower to, or to procure that the Buyer provide E&S Self-Monitoring Reports on the corrective actions being

taken in respect of that E&S Trigger Event upon request or at such

intervals as it may require.

Information regarding E&S Investigations or E&S Claims

The Borrower shall, and shall procure that the Buyer will, as soon as

practicable and in any case no later than ten (10) Business Days after the

receipt by or on behalf of the Borrower or the Buyer of any notice of or (ii)

becoming aware of:

any E&S Investigation; or

ii)

any E&S Claim,

notify UK Export Finance of such notice or of becoming so aware and

provide full written details of such E&S Investigation or E&S Claim to UK

Export Finance.

E&S Incidents

If an E&S Incident occurs, the Borrower shall, or shall procure that the

Buyer will:

take, or procure the taking of, all such actions and measures

required to immediately address the adverse impacts of that E&S

Incident; and

ii)

as soon as possible, but in any event no later than five (5) Business

Days following the date of its occurrence, notify UK Export Finance

of its occurrence and provide full written details of it to UK Export

Finance.

E&S Trigger Events

(i)

Upon UK Export Finance being notified of the occurrence of an E&S

Trigger Event or determining that an E&S Trigger Event has

occurred, in consultation with the Borrower, it may:

(A) determine that the E&S Trigger Event can be remedied by the

Borrower and/or the Buyer pursuant to the relevant E&S

Management Plan and that the Borrower and/or the Buyer

shall provide progress reports to UK Export Finance in the

E&S Self-Monitoring Reports in accordance with paragraph

(E&S Self-Monitoring Reports) of

Clause 19.6

(Environmental undertakings);

(B) require the Borrower and/or Buyer to produce a Corrective

Action Plan, in which case the Borrower and/or the Buyer (as

applicable) shall, as soon as practicable following such

request but in any event within fifteen (15) Business Days of

such request, provide a draft Corrective Action Plan for that

E&S Trigger Event to UK Export Finance for its acceptance;

the E&S Trigger Event; or

(D) declare that such E&S Trigger Event is incapable of remedy.

ii)

An E&S Trigger Event will be deemed incapable of remedy to the

extent that UK Export Finance notifies the Borrower that: (i) the E&S

Trigger Event is incapable of remedy in accordance with paragraph

(i)(D) above; or (ii) the draft Corrective Action Plan has not been

accepted within six (6) months of the request in accordance with the

provisions of this paragraph (d) (E&S Trigger Events).

iii)

Following a request by UK Export Finance to provide a draft

Corrective Action Plan in accordance with paragraph (i)(B) above

and pending acceptance by UK Export Finance of any draft

Corrective Action Plan, the Borrower shall, or shall procure that the

Buyer will, take or procure the taking of all such actions and

measures to immediately address the adverse impacts of the

relevant E&S Trigger Event, including such actions or measures as

are required by any draft Corrective Action Plan in accordance with

the timescales set out in that draft Corrective Action Plan.

iv)

If UK Export Finance does not accept the draft Corrective Action

Plan pursuant to paragraph (i)(B) above:

(A) UK Export Finance shall indicate to the Borrower in which

areas the draft plan is deficient and the time period within

which a revised draft Corrective Action Plan shall be re-

submitted to UK Export Finance for its acceptance; and

(B) the Borrower or the Buyer (as the case may be) shall submit

a revised draft Corrective Action Plan after consulting with

and taking any views of UK Export Finance fully into account.

If UK Export Finance does not accept the revised draft Corrective

Action Plan submitted pursuant to paragraph (iv)(B) above, UK

Export Finance and the Borrower or the Buyer (as the case may be) shall repeat the process set out in paragraph (iv) above until such

time as a revised draft Corrective Action Plan is accepted by UK

Export Finance.

vi)

A draft Corrective Action Plan shall be deemed to have been

accepted by UK Export Finance thirty (30) Business Days after its

submission unless UK Export Finance advises the Borrower

otherwise.

vii)

After acceptance of the Corrective Action Plan, the Borrower shall,

or shall procure that the Buyer will, take or procure the taking of all

such actions and measures as are required by the Corrective Action

Plan in accordance with the timescales set out therein.

viii)

Every three (3) months from the date on which a Corrective Action

Plan is accepted, the Borrower shall, or shall procure that the Buyer

will, provide UK Export Finance with a supplemental E&S Self-

Monitoring Report on the implementation of that Corrective Action

Plan, and shall provide a final report to UK Export Finance on

completion of the Corrective Action Plan, each such report to be in a

form and substance acceptable to UK Export Finance.

ix)

To the extent that an E&S Trigger Event is not remedied within the

timescales set out in the relevant Corrective Action Plan or in line

with the E&S Management Plan, UK Export Finance may require the

Borrower to produce a new Corrective Action Plan or take any other

corrective measure in accordance with the procedures set out in

paragraph (d)(i) (E&S Trigger Events) above.

Site visits

(i)

The Borrower shall, or shall procure that the Buyer will, at the

request of UK Export Finance, ensure access to the Project and

arrange for a site visit by UK Export Finance or its nominated

representative or the IESC(s):

(A) at any time while a Corrective Action Plan is in place or when

a Default has occurred and is continuing; and (B) for the purpose of monitoring the performance of the E&S

Obligations (other than compliance with a Corrective Action

Plan),

in the case of UK Export Finance or its nominated

representative at least once in each twelve (12) month

period; and

in the case of the IESC(s), at least every 3 months

during the Construction Phase and 6 months during

the Operations Phase for a period until the later of (i)

twenty-four (24) months after the beginning of the

Operations Phase or (ii) twelve (12) months following

completion of the Offset Programme as defined in the

Biodiversity Offset Management Plan (BOMP) to

compensate for residual biodiversity impacts and

achieve a no net loss for Natural Habitat and net gain

for Critical Habitat, whichever is the later. Completion

of the Offset Programme shall be defined as the

Completion Date or Milestone set out in the BOMP

approved by the Lenders/IESC(s) (as referred to in

Action 17 of the ESAP).

ii)

The Borrower shall ensure that UK Export Finance or its nominated

representative and the IESC(s) are promptly and duly informed

regarding, and have the right to attend, any multi-stakeholder

meeting or focus groups or other meetings which form any part of

the Borrower and/or Buyer's public consultation process in relation

to the Project.

iii)

The agenda, scope and (subject to paragraph (i) above) timing of

any site visits shall be determined by UK Export Finance or its

nominated representative or the IESC(s) following consultation with

the Borrower.

iv)

The Borrower shall pay all reasonable costs and expenses of UK

Export Finance and/or its nominated representatives in relation to

each site visit. To the extent that UK Export Finance or its nominated

representative itself was required directly to pay any costs or

expenses then the Borrower shall, within seven (7) Business Days

of written demand, reimburse UK Export Finance and/or its

nominated representative any such amounts incurred.

To the extent reasonably practicable, in advance of any visit to be

made by UK Export Finance, its nominated representative, or the

IESC(s):

(A) UK Export Finance, its nominated representative, or the

IESC(s) shall provide the Borrower with written details of

those matters that UK Export Finance, its nominated

representative, or the IESC(s) wish to address during the

proposed visit in order to assist the Borrower in arranging the

visit; and

(B) the Borrower shall provide UK Export Finance, its nominated

representative, or the IESC(s) with such up to date

information relating to those matters as UK Export Finance or

its nominated representative, or the IESC(s) may request.

vi)

Following any visit made by UK Export Finance or its nominated

representative, or the IESC(s), the Borrower shall provide such

follow up reports or information as UK Export Finance or its

nominated representative, or the IESC(s) shall request.

Operations Phase E&S Management Plan

(i)

The Borrower shall, or shall procure that the Buyer will, at least six

(6)

months before the start of the Operations Phase, provide UK

Export Finance with the draft Operations Phase E&S Management

Plan prepared for the UKEF-Supported Facility Agreement 2021.

ii)

UK Export Finance shall notify the Borrower within one (1) month of

receipt whether the draft Operations Phase E&S Management Plan

is accepted.

iii)

If UK Export Finance does not accept the draft Operations Phase

E&S Management Plan submitted pursuant to paragraph (ii) above:

(A) UK Export Finance shall indicate to the Borrower in which

areas the draft Operations Phase E&S Management Plan is

deficient and the period within which a revised draft

Operations Phase E&S Management Plan shall be

resubmitted to UK Export Finance; and

(B) the Borrower or the Buyer (as the case may be) shall submit

a revised draft Operations Phase E&S Management Plan

after consulting with and taking any views of UK Export

Finance fully into account.

iv)

If UK Export Finance does not accept the revised draft Operations

Phase E&S Management Plan submitted pursuant to paragraph

(iii)(B) above UK Export Finance and the Borrower or the Buyer (as

the case may be) shall repeat the process set out in paragraph (iii)

above until such time as a revised draft Operations Phase E&S

Management Plan is accepted.

A draft Operations Phase E&S Management Plan shall be deemed

to have been accepted by UK Export Finance thirty (30) Business

Days after its submission unless UK Export Finance advises the

Borrower otherwise.

IESC(s)

To the extent that the Borrower or the Buyer has failed to pay any amounts

due and payable by it to the IESC(s) and any such amounts are then paid

on behalf of the Borrower by UK Export Finance, the Borrower shall

reimburse UK Export Finance an amount equal to the amounts paid by UK

Export Finance within ten (10) days of being notified by UK Export Finance

that it has made such payment.

Clause19.7

Anti-corruption law

The Borrower shall, and shall procure that the Buyer shall:

comply with and conduct its functions and operations in compliance

with applicable Anti-Corruption Laws; and

not directly or indirectly use the proceeds of the Facility for any

purpose which would breach the Bribery Act 2010, the United States

Foreign Corrupt Practices Act of 1977 or other similar legislation in

other jurisdictions;

maintain policies and procedures designed to promote and achieve

compliance with Anti-Corruption Laws;

not request any Loan, and shall not use, and shall procure that its

officers, employees and agents shall not use, the proceeds of any

Loan in furtherance of an offer, payment, promise to pay, or

authorisation of the payment or giving of money, or anything else of

value, to any person in violation of any Anti-Corruption Laws; and

not directly or indirectly, authorise, offer, promise, or make payments

of anything of value, including but not limited to cash, cheques, wire

transfers, tangible and intangible gifts, favours, services, and those entertainment and travel expenses that go beyond what is

reasonable and customary and of modest value to:

an executive, official, employee or agent of a governmental

department, agency or instrumentality,

ii)

a director, officer, employee or agent of a wholly or partially

government-owned or controlled company or business,

iii)

a political party or official thereof, or candidate for political

office,

iv)

a Foreign Public Official, or

any other person; while knowing or having a reasonable

belief that all or some portion will be used for any the purpose

of:

(A) influencing any act, decision or failure to act by any

such person in his or her official capacity,

(B) inducing any such person to use his or her influence

with a government or instrumentality to affect any act

or decision of such government or entity, or

securing an unlawful advantage; in order to obtain, retain or direct

business.

Clause19.8

Sanctions Laws and Regulations

The Borrower will not request any Utilisation, and the Borrower shall

not use, and shall procure that the Buyer and its or their respective

ministers, directors, officers, employees and agents shall not use,

the proceeds of any Utilisation (A) for the purpose of funding,

financing or facilitating any activities, business or transaction of or

with any Sanctioned Person, or in any Sanctioned Country, except

to the extent permitted for a Person required to comply with

Sanctions Laws and Regulations, or (B) in any manner that would

result in the violation of any Sanctions Laws and Regulations

applicable to any party.

The foregoing undertaking in

Clause 19.8(a)

will not apply to any

party hereto to which (i) the Blocking Law applies, if and to the

extent that such undertakings 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.

Clause19.9

Insurance

The Borrower shall:

procure that any goods and/or services to be supplied under the

Export Contract will be insured to the satisfaction of the Agent

against the risk of loss or damage in accordance with normal

commercial practice for similar contracts until final acceptance of

those goods and/or services under the Export Contract; and

produce to the Agent (from time to time at the Agent's request)

evidence that such insurance has been effected and maintained.

Clause19.10

Pari passu ranking

The Borrower shall ensure that at all times all its unsecured and

unsubordinated obligations to the Finance Parties (or any of them) against

it under the Finance Documents rank at least pari passu with its obligations

to all of its other unsecured and unsubordinated creditors 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.

Clause19.11

Filing and reporting requirements

The Borrower shall register, promptly after the Initial Utilisation, the relevant

details of this Agreement in the public debt records kept by the Public Debt

Administration of the Ministry of Finance of the Republic of Serbia

The Borrower shall comply with all of its reporting obligations to the NBS in

connection with this Agreement pursuant to the Foreign Exchange Act

(Zakon o deviznom poslovanju, Official Gazette of the Republic of Serbia

nos. 62/2006, 31/2011, 119/2012, 139/2014 and 30/2018) and its

implementing regulations, or any other legislation or regulation that may

amend, supplement or replace the foregoing.

Clause19.12

Budget and limits

The Borrower shall include all amounts due and payable or that will fall due

and payable to the Finance Parties under the Finance Documents during a

calendar year in its yearly finance law and its budget statements or other

financial plans for that calendar year and shall ensure that there will at no

time be any restriction on the ability of the Borrower to meet its obligations

under the Finance Documents.

The Borrower shall maintain the funds necessary for the repayment of all of

its obligations under the Finance Documents that have been provided for under the law approving the budget of the Repulic of Serbia (Zakon o

budžetu Republike Srbije).

The Borrower shall ensure that, at all times, its borrowings and guarantees

remain within any limit set by the IMF, the World Bank and the applicable

international treaties.

Clause19.13

Compliance with Export Contract

The Borrower shall (and shall ensure that the Buyer will):

comply in all material respects with its obligations under, and in the

manner and at the times provided in the Export Contract; and

not repudiate or evidence an intention to repudiate the Export

Contract nor take nor omit to take any action that might result in any

default on any of its payment or other material obligations under the

Export Contract.

Clause19.14

Consent to additional Financial Indebtedness in respect of further export credit financing for the Project

Subject to paragraph (b) below, prior to incurring any additional

Financial Indebtedness extended by or on behalf of (or guaranteed

or insured by or on behalf of) any other export credit agency (other

than UK Export Finance) in respect of the Project or any amount

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

Contract, the Borrower will provide to the Agent in form and

substance satisfactory to it, evidence that the down payment

requirement under the Organisation for Economic Cooperation and

Development Arrangement on Officially Supported Export Credits

(known as the OECD Arrangement) will be met.

Paragraph (a) above shall not apply:

(i)

where the Borrower is seeking such further financing for the

purposes of replacing or refinancing any Financial

Indebtedness extended and/or outstanding under the Finance

Documents in whole (and not in part), and

ii)

in respect of Financial Indebtedness in relation to the Export

Contract guaranteed by the Multilateral Investment

Guarantee Agency.

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