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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23.Čl. 23.1–23.19

ROLE OF THE AGENT AND THE ARRANGERS

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Clause23.1

Appointment of the Agent

Each of the Arrangers and the Lenders appoints the Agent to act as its

agent under and in connection with the Finance Documents.

Each of the Arrangers and the Lenders authorises the Agent to perform the

duties, obligations and responsibilities and to exercise the rights, powers,

authorities and discretions specifically given to the Agent under or in

connection with the Finance Documents together with any other incidental

rights, powers, authorities and discretions.

Each of the Arrangers and the Lenders hereby exempts the Agent from the

restrictions pursuant to section 181 Civil Code (Bürgerliches Gesetzbuch)

and similar restrictions applicable to it pursuant to any other applicable law,

in each case to the extent legally possible to such Finance Party. A Finance

Party which cannot grant such exemption shall notify the Agent accordingly

and, upon request of the Agent, either act in accordance with the terms of

this Agreement and/or any other Finance Document as required pursuant to

this Agreement and/or such other Finance Document or grant a special

power of attorney to a party acting on its behalf, in a manner that is not

prohibited pursuant to section 181 of the German Civil Code (Bürgerliches

Gesetzbuch) and/or any other applicable laws.

Clause23.2

Instructions

Without prejudice to the generality of

Clause 3.4

(UKEF Guarantee), the

Agent shall:

exercise or refrain from exercising any right, power, authority or

discretion vested in it as Agent in accordance with any instructions

given to it by:

(A) all Lenders if the relevant Finance Document stipulates the

matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

ii)

not be liable for any act (or omission) if it acts (or refrains from

acting) in accordance with paragraph (i) above.

The Agent shall be entitled to request instructions, or clarification of any

instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders,

from that Lender or group of Lenders) as to whether, and in what manner, it

should exercise or refrain from exercising any right, power, authority or

discretion. The Agent may refrain from acting unless and until it receives

any such instructions or clarification that it has requested.

Save in the case of decisions stipulated to be a matter for any other Lender

or group of Lenders under the relevant Finance Document and unless a

contrary indication appears in a Finance Document, any instructions given

to the Agent by the Majority Lenders shall override any conflicting

instructions given by any other Parties and will be binding on all Finance

Parties.

The Agent may refrain from acting in accordance with any instructions of

any Lender or group of Lenders until it has received any indemnification

and/or security that it may in its discretion require (which may be greater in

extent than that contained in the Finance Documents and which may

include payment in advance) for any cost, loss (excluding any management

time and any direct or indirect loss of profit) or liability which it may incur in

complying with those instructions.

In the absence of instructions, the Agent may, acting reasonably, act (or

refrain from acting) as it considers to be in the best interest of the Lenders.

The Agent is not authorised to act on behalf of a Lender (without first

obtaining that Lender's consent) in any legal or arbitration proceedings

relating to any Finance Document.

Clause23.3

Duties of the Agent

Subject to paragraph (e) of

Clause 23.2

(Instructions), the Agent's duties

under the Finance Documents are solely mechanical and administrative in

nature.

Subject to paragraph (c) below, the Agent shall promptly forward to a Party

the original or a copy of any document which is delivered to the Agent for

that Party by any other Party.

Without prejudice to

Clause 21.7

(Copy of Transfer Certificate or

Assignment Agreement to the Borrower and to NBS), paragraph (b) above

shall not apply to any Transfer Certificate or Assignment Agreement.

Except where a Finance Document specifically provides otherwise, the

Agent is not obliged to review or check the adequacy, accuracy or completeness of any document which is delivered to it that it then forwards

to another Party.

If the Agent receives notice from a Party referring to this Agreement,

describing a Default and stating that the circumstance described is a

Default, it shall promptly notify the other Finance Parties.

If the Agent is aware of the non-payment of any principal, interest,

commitment fee or other fee payable to a Finance Party (other than the

Agent or any Arranger) under this Agreement it shall promptly notify the

other Finance Parties.

The Agent shall have only those duties, obligations and responsibilities

expressly specified in: (i) the Finance Documents to which it is expressed to

be a party; and (ii) the UKEF Guarantee; and no others shall be implied.

The Agent shall notify the Lenders and UK Export Finance if it becomes

aware that a prepayment or cancellation event under

Clause 8

(Prepayment and cancellation) has occurred.

The Agent shall promptly notify the Lenders and UK Export Finance if any

conditions set out in paragraphs (a) of

Clause 5.2

(Further conditions

precedent) are not satisfied.

Clause23.4

Role of the Arrangers

Except as specifically provided in the Finance Documents, no Arranger

shall have any obligations of any kind to any other Party under or in

connection with any Finance Document.

Clause23.5

No fiduciary duties

Nothing in any Finance Document constitutes the Agent or any Arranger as

a trustee or fiduciary of any other person.

Neither the Agent nor any Arranger shall be bound to account to any Lender

for any sum or the profit element of any sum received by it for its own

account.

Clause23.6

Business with the Borrower

The Agent and the Arrangers may accept deposits from, lend money to and

generally engage in any kind of banking or other business with the

Borrower.

Clause23.7

Rights and discretions

The Agent may:

(i)

rely on any representation, communication notice or document

believed by it to be genuine, correct and appropriately authorised;

ii)

assume that:

(A) any instructions received by it from the Majority Lenders, any

Lender or any group of Lenders are duly given in accordance

with the terms of the Finance Documents; and

(B) any instructions received by it from UK Export Finance are

duly given in accordance with the terms of the UKEF

Guarantee, and

unless it has received notice of revocation, that those instructions

have not been revoked; and

iii)

rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might

reasonably be expected to be within the knowledge of that

person; or

(B) to the effect that such person approves of any particular

dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of

paragraph (A) above, may assume the truth and accuracy of that

certificate.

The Agent may assume (unless it has received notice to the contrary in its

capacity as agent for the Lenders or from UK Export Finance under the

UKEF Guarantee) that:

no Default has occurred (unless it has actual knowledge of a Default

arising under

Clause 20.1

(Non-payment));

ii)

any right, power, authority or discretion vested in any Party or any

group of Lenders has not been exercised; and

iii)

any notice or request made by the Borrower (other than a Utilisation

Request) is made on behalf of and with the consent and knowledge

of the Borrower.

The Agent may, pursuant to the instructions of the Majority Lenders,

engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts for the benefit

of the Lenders and UK Export Finance.

Without prejudice to the generality of paragraph (c) above or paragraph (e)

below, the Agent may at any time engage at its own expense the services

of any lawyers to act as independent counsel to the Agent (and so separate

from any lawyers instructed by the Lenders) if the Agent in its reasonable

opinion deems this to be necessary.

The Agent may rely on the advice or services of any lawyers, accountants,

tax advisers, surveyors or other professional advisers or experts obtained

by the Agent pursuant to the instructions of the Majority Lenders and shall

not be liable for any damages, costs or losses to any person, any

diminution in value or any liability whatsoever arising as a result of its so

relying.

The Agent may act in relation to the Finance Documents through its

officers, employees and agents.

Unless a Finance Document expressly provides otherwise, the Agent may

disclose to any other Party any information it reasonably believes it has

received as agent under this Agreement.

Notwithstanding any other provision of any Finance Document to the

contrary, neither the Agent nor any Arranger is obliged to do or omit to do

anything if it would or might in its reasonable opinion constitute a breach of

any law or regulation or a breach of a fiduciary duty or duty of

confidentiality.

Notwithstanding any provision of any Finance Document to the contrary, the

Agent is not obliged to expend or risk its own funds or otherwise incur any

financial liability in the performance of its duties, obligations or

responsibilities or the exercise of any right, power, authority or discretion if it

has grounds for believing the repayment of such funds or adequate

indemnity against, or security for, such risk or liability is not reasonably

assured to it.

Clause23.8

Responsibility for documentation

Neither the Agent nor any Arranger is responsible or liable for:

the adequacy, accuracy or completeness of any information

(whether oral or written) supplied by the Agent, any Arranger, the

Borrower or any other person in or in connection with any Finance

Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document

entered into, made or executed in anticipation of, under or in

connection with any Finance Document other than information

generated by itself; or

the legality, validity, effectiveness, adequacy or enforceability of any

Finance Document or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or

in connection with any Finance Document; or

any determination as to whether any information provided or to be

provided to any Finance Party is non-public information the use of

which may be regulated or prohibited by applicable law or regulation

relating to insider dealing or otherwise.

Clause23.9

No duty to monitor

The Agent shall not be bound to enquire:

whether or not any Default has occurred;

as to the performance, default or any breach by any Party of its

obligations under any Finance Document; or

whether any other event specified in any Finance Document has

occurred.

Clause23.10

Exclusion of liability

Without limiting paragraph (b) below (and without prejudice to any other

provision of any Finance Document excluding or limiting the liability of the

Agent), the Agent will not be liable for:

any damages, costs or losses to any person, any diminution in

value, or any liability whatsoever arising as a result of taking or not

taking any action under or in connection with any Finance

Document, unless directly caused by its gross negligence or wilful

misconduct;

ii)

exercising, or not exercising, any right, power, authority or discretion

given to it by, or in connection with, any Finance Document or any

other agreement, arrangement or document entered into, made or

executed in anticipation of, under or in connection with, any Finance

Document, other than by reason of its gross negligence or wilful

misconduct; or

iii)

without prejudice to the generality of paragraphs (i) and (ii) above,

any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the

fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its

control; or

(B) the general risks of investment in, or the holding of assets in,

any jurisdiction,

including (in each case and without limitation) such damages, costs,

losses, diminution in value or liability arising as a result of:

nationalisation, expropriation or other governmental actions; any

regulation, currency restriction, devaluation or fluctuation; market

conditions affecting the execution or settlement of transactions or

the value of assets (including any Disruption Event); breakdown,

failure or malfunction of any third party transport,

telecommunications, computer services or systems; natural

disasters or acts of God; war, terrorism, insurrection or revolution; or

strikes or industrial action.

No Party (other than the Agent) may take any proceedings against any

officer, employee or agent of the Agent in respect of any claim it might have

against the Agent or in respect of any act or omission of any kind by that

officer, employee or agent in relation to any Finance Document and any

officer, employee or agent of the Agent may rely on this paragraph (b)

subject to

Clause 1.4

(Third party rights) and the provisions of the Third

Parties Act.

The Agent will not be liable for any delay (or any related consequences) in

crediting an account with an amount required under the Finance

Documents to be paid by the Agent if the Agent has taken all necessary

steps as soon as reasonably practicable to comply with the regulations or

operating procedures of any recognised clearing or settlement system used

by the Agent for that purpose.

Nothing in this Agreement shall oblige the Agent or any Arranger to carry

out:

any "know your customer" or other checks in relation to any person;

ii)

any check on the extent to which any transaction contemplated by

this Agreement might be unlawful for any Lender, on behalf of any Lender and each Lender confirms to the Agent and each

Arranger that it is solely responsible for any such checks it is required to

carry out and that it may not rely on any statement in relation to such

checks made by the Agent or any Arranger.

Without prejudice to any provision of any Finance Document excluding or

limiting the Agent's liability, any liability of the Agent arising under or in

connection with any Finance Document shall be limited to the amount of

actual loss which has been suffered (as determined by reference to the

date of default of the Agent or, if later, the date on which the loss arises as a

result of such default). In no event shall the Agent be liable for any loss of

profits, goodwill, reputation, business opportunity or anticipated saving, or

for special, punitive, indirect or consequential damages, whether or not the

Agent has been advised of the possibility of such loss or damages.

Clause23.11

Lenders' indemnity to the Agent

Subject to paragraph (d) of

Clause 23.7

(Rights and discretions), each

Lender shall (in proportion to its share of the Total Commitments or, if the

Total Commitments are then zero, to its share of the Total Commitments

immediately prior to their reduction to zero) indemnify the Agent, within

three (3) Business Days of demand, against any cost, loss or liability

whatsoever incurred by the Agent (otherwise than by reason of the Agent's

gross negligence or wilful misconduct) (or, in the case of any cost, loss or

liability pursuant to

Clause 26.12

(Disruption to payment systems etc.),

notwithstanding any other category of liability whatsoever but not including

any claim based on the fraud of the Agent) in acting as Agent under the

Finance Documents (unless the Agent has been reimbursed by the

Borrower pursuant to a Finance Document).

Paragraph (a) above shall not apply to any cost, loss or liability incurred by

the Agent in respect of:

any failure by the Borrower to make payment pursuant to Clause

11.3 (Agency fee);

ii)

any payment made by the Agent described in paragraph (d) of

Clause 23.7

(Rights and discretions); and

iii)

its management time.

The Borrower shall immediately on demand reimburse any Lender for any

payment that Lender makes to the Agent pursuant to paragraph (a) above.

Clause23.12

Resignation of the Agent

The Agent may, with the prior written consent of UK Export Finance, resign

and appoint one of its Affiliates as successor by giving notice to the Lenders

and the Borrower.

Notwithstanding paragraph (a) above, the Agent may, with the prior written

consent of UK Export Finance, resign by giving thirty (30) days' notice to

the Lenders and the Borrower, in which case the Majority Lenders (after

consultation with the Borrower) may appoint a successor Agent.

The retiring Agent shall, at its own cost, make available to the successor

Agent such documents and records and provide such assistance as the

successor Agent may reasonably request for the purposes of performing its

functions as Agent under the Finance Documents. The Borrower shall,

within three (3) Business Days of demand, reimburse the retiring Agent for

the amount of all costs and expenses (including legal fees) properly

incurred by it in making available such documents and records and

providing such assistance.

The Agent's resignation notice shall only take effect upon the appointment

of a successor.

Upon the appointment of a successor, the retiring Agent shall be discharged

from any further obligation in respect of the Finance Documents (other than

its obligations under paragraph (c) above) but shall remain entitled to the

benefit of

Clause 14.3

(Indemnity to the Agent) and this

Clause 23

(and any

agency fees for the account of the retiring Agent shall cease to accrue from

(and shall be payable on) that date). Any successor and each of the other

Parties shall have the same rights and obligations amongst themselves as

they would have had if such successor had been an original Party.

After consultation with the Borrower, the Majority Lenders may, by notice to

the Agent, require it to resign in accordance with paragraph (b) above. In

this event, the Agent shall resign in accordance with paragraph (b) above.

The Agent shall resign in accordance with paragraph (b) above (and, to the

extent applicable, shall use reasonable endeavours to appoint a successor

Agent pursuant to paragraph (b) above) if on or after the date which is three

months before the earliest FATCA Application Date relating to any

payment to the Agent under the Finance Documents, either:

the Agent fails to respond to a request under

Clause 12.7

(FATCA

Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt

Party on or after that FATCA Application Date;

ii)

the information supplied by the Agent pursuant to

Clause 12.7

(FATCA Information) indicates that the Agent will not be (or will have

ceased to be) a FATCA Exempt Party on or after that FATCA

Application Date; or

iii)

the Agent notifies the Borrower and the Lenders that the Agent will

not be (or will have ceased to be) a FATCA Exempt Party on or after

that FATCA Application Date,

and (in each case) a Lender reasonably believes that a Party will be

required to make a FATCA Deduction that would not be required if the

Agent were a FATCA Exempt Party and that Lender, by notice to the Agent,

requires it to resign. The consent of the Borrower is not required for an

assignment or transfer of rights and/or obligations by the Agent.

Clause23.13

Replacement of the Agent

After consultation with the Borrower and with the consent of UK Export

Finance, the Majority Lenders may, by giving thirty (30) days' notice to the

Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter

notice determined by the Majority Lenders) replace the Agent by appointing

a successor Agent.

The retiring Agent shall (at its own cost if it is an Impaired Agent and

otherwise at the expense of the Lenders) make available to the successor

Agent such documents and records and provide such assistance as the

successor Agent may reasonably request for the purposes of performing its

functions as Agent under the Finance Documents.

The appointment of the successor Agent shall take effect on the date

specified in the notice from the Majority Lenders to the retiring Agent,

subject to the execution by that successor of such documentation as may

reasonably be required by UK Export Finance in order to reflect the

substitution of the successor as the beneficiary for all purposes under the

UKEF Guarantee. As from this date, the retiring Agent shall be discharged

from any further obligation in respect of the Finance Documents (other than

its obligations under paragraph (b) above) but shall remain entitled to the

benefit of

Clause 14.3

(Indemnity to the Agent) and this

Clause 23

(and any

agency fees for the account of the retiring Agent shall cease to accrue from

(and shall be payable on) that date).

Any successor Agent and each of the other Parties shall have the same

rights and obligations amongst themselves as they would have had if such

successor had been an original Party.

Clause23.14

Confidentiality

In acting as agent for the Finance Parties, the Agent shall be regarded as

acting through its agency division which shall be treated as a separate

entity from any other of its divisions or departments.

If information is received by another division or department of the Agent, it

may be treated as confidential to that division or department and the Agent

shall not be deemed to have notice of it.

Clause23.15

Relationship with the Lenders

Subject to

Clause 21.9

(Pro rata interest settlement), the Agent may treat

the person shown in its records as Lender at the opening of business (in

the place of the Agent's principal office as notified to the Finance Parties

from time to time) as the Lender acting through its Facility Office:

entitled to or liable for any payment due under any Finance

Document on that day; and

ii)

entitled to receive and act upon any notice, request, document or

communication or make any decision or determination under any

Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days' prior notice from

that Lender to the contrary in accordance with the terms of this Agreement.

Any Lender may by notice to the Agent appoint a person to receive on its

behalf all notices, communications, information and documents to be made

or despatched to that Lender under the Finance Documents. Such notice

shall contain the address and (where communication by electronic mail or

other electronic means is permitted under

Clause 28.5

(Electronic

communication)) electronic mail address and/or any other information

required to enable the transmission of information by that means (and, in

each case, the department or officer, if any, for whose attention

communication is to be made) and be treated as a notification of a

substitute address, electronic mail address (or such other information),

department and officer by that Lender for the purposes of

Clause 28.2

(Contact details) and paragraph (a)(i) of

Clause 28.5

(Electronic

communication) and the Agent shall be entitled to treat such person as the

person entitled to receive all such notices, communications, information and

documents as though that person were that Lender.

Clause23.16

Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied

by it or on its behalf in connection with any Finance Document, each

Lender confirms to the Agent and each Arranger that it has been, and will

continue to be, solely responsible for making its own independent appraisal

and investigation of all risks arising under or in connection with any Finance

Document including but not limited to:

the financial condition, status and nature of the Borrower, each of its

government agencies and the Buyer;

the legality, validity, effectiveness, adequacy or enforceability of any

Transaction Document and any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or

in connection with any Transaction Document;

whether that Lender has recourse, and the nature and extent of that

recourse, against any Party or any of its respective assets under or

in connection with any Finance Document, the transactions

contemplated by the Finance Documents or any other agreement,

arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document;

and

the adequacy, accuracy or completeness of any information

provided by the Agent, any Party or by any other person under or in

connection with any Finance Document, the transactions

contemplated by any Finance Document or any other agreement,

arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document.

Clause23.17

Agent's management time

Any amount payable to the Agent under

Clause 14.3

(Indemnity to the

Agent),

Clause 16

(Costs and expenses) and

Clause 23.9

(No duty to

monitor) shall include the cost of utilising the Agent's management time or

other resources, up to the amount of EUR 5,000, and will be calculated on

the basis of such reasonable daily or hourly rates as the Agent may notify to

the Borrower and the Lenders, and is in addition to any fee paid or payable

to the Agent under

Clause 11

(Fees).

Clause23.18

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents

the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent

would otherwise be obliged to make under the Finance Documents and

apply the amount deducted in or towards satisfaction of the amount owed.

For the purposes of the Finance Documents that Party shall be regarded as

having received any amount so deducted.

Clause23.19

Amounts paid in error

Except for any payment to UKEF, if the Agent pays an amount to

another Party and within five (5) Business Days of the date of

payment the Agent notifies that Party that such payment was an

Erroneous Payment then the Party to whom that amount was paid

by the Agent shall on demand refund the same to the Agent together

with interest on that amount from the date of payment to the date of

receipt by the Agent, calculated by the Agent to reflect its cost of

funds.

Neither:

(i)

the obligations of any Party to the Agent; nor

(ii)

the remedies of the Agent,

(whether arising under this

Clause 23.19

or otherwise) which relate

to an Erroneous Payment will be affected by any act, omission,

matter or thing which, but for this paragraph (b), would reduce,

release or prejudice any such obligation or remedy (whether or not

known by the Agent or any other Party).

All payments to be made by a Party to the Agent (whether made

pursuant to this

Clause 23.19

or otherwise) which relate to an

Erroneous Payment shall be calculated and be made without (and

free and clear of any deduction for) set-off or counterclaim.

In this Agreement, "Erroneous Payment" means a payment of an

amount by the Agent to another Party (other than UKEF) which the

Agent determines (in its sole discretion) was made in error.

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