Uredba o ratifikaciji Sporazuma o upravljanju zaostalih plačil med Kraljevino Belgijo, Republiko Bolgarijo, Češko republiko, Kraljevino Dansko, Zvezno republiko Nemčijo, Republiko Estonijo, Irsko, Helensko republiko, Kraljevino Španijo, Francosko republiko, Republiko Hrvaško, Italijansko republiko, Republiko Ciper, Republiko Latvijo, Republiko Litvo, Velikim vojvodstvom Luksemburg, Madžarsko, Republiko Malto, Kraljevino Nizozemsko, Republiko Avstrijo, Republiko Poljsko, Portugalsko republiko, Romunijo, Republiko Slovenijo, Slovaško republiko, Republiko Finsko, Kraljevino Švedsko, Združenim kraljestvom Velika Britanija in Severna Irska in Evropsko investicijsko banko, ki ureja postopke plačil in povračil iz poroštvene pogodbe, ki zadevajo posojila, ki jih Evropska investicijska banka da za investicijske projekte v afriških, karibskih in pacifiških državah ter v čezmorskih državah in ozemljih

2.01

This Agreement sets out provisions and procedures for the recovery of claims in respect of Subrogated Sums.

2.02

This Agreement shall apply to any Guarantee granted by the Guarantors to the Bank in respect of Guaranteed Sums provided that the Guarantors and the Bank expressly so agree in writing. Each party hereby declares to so agree, subject to any amendment to this Agreement as may be subsequently agreed by the parties.

2.03

Each Guarantor confirms its obligations as expressed in the Guarantee and appoints the Bank to administer Subrogated Sums for the purpose of effecting recovery in accordance with the terms and conditions of this Agreement.

3.01

When a Default Sum arises under a Loan Agreement and remains outstanding for a period of approximately five months, the Bank shall make a call under the Guarantee in respect thereof.

3.02

The Bank shall make a call in respect of a Guaranteed Sum in accordance with and pursuant to the terms of the Guarantee. The Guaranteed Sum demanded by the Bank under the Guarantee shall be expressed in euro and shall be calculated at the Call Date Exchange Rate. The time for payment by the Guarantors of a Guaranteed Sum shall be as specified in the Guarantee.

3.03

The Bank shall apply funds held in the LLCA in discharge of the Guaranteed Sum on the Call Date. To the extent that the funds in the LLCA are not sufficient to discharge the Guaranteed Sum in full, the Bank shall on the Call Date withdraw from each MSCA an amount in proportion to the Guarantors’ respective participation as provided in the Guarantee. Debit interest will accrue and be payable on any resulting negative MSCA balance. Each Guarantor must pay to the Bank any resulting negative balance on its MSCA under that call within the time for payment by the Guarantors of a Guaranteed Sum, as specified in the Guarantee. Debit interest accrued on the MSCAs shall be payable by the Guarantors each year by 31^st of December, at the latest.

3.04

The Bank shall generate an account statement in respect of each call under a Guarantee, informing the Guarantor of the amounts applied from the LLCA and the MSCAs in respect of the Guaranteed Sums and the resulting balance of the LLCA and MSCAs.

3.05

By 30^th of Aprilof each year, the Bank shall provide each Guarantor with a report setting out:

(i) a non-exhaustive forecast of expected calls under the Guarantee for the current calendar year; and

(ii) the recovery proceeding(s) initiated on behalf of and in the name of the Guarantor during the previous calendar year.

Additionally, the Bank shall provide the Guarantors on a monthly basis with an electronic account statement in respect of the LLCA and the MSCA.

4.01

Where the Bank recovers any part of a Subrogated Sum for the account of the Guarantors, the Bank shall without undue delay repay into the LLCA an amount equivalent to the amounts applied from the LLCA in discharge of the Default Sum, less the amount of the Fee due under Article 5. Any amount remaining shall be distributed to the MSCAs in proportion to the Guarantors' respective participation as provided in the Guarantee, less the amount of the Fee due under Article 5. The Bank shall, if necessary, convert the recovered sum into euro and shall, for this purpose, apply the Recovery Date Exchange Rate.

4.02

In the cases described in Article 5.05 of the Guarantee and if requested to do so by the Guarantors, should the value of a deposit or equivalent financial asset have diminished at the time when such deposit or equivalent financial asset made available by the Guaranteed Debtor for loans in the host country, being a Subrogated Sum, becomes transferable or convertible, the Bank shall make use of any rights and remedies conferred on it under and pursuant to a framework agreement entered into between the Bank and the Host Government, in order to seek to recover an amount corresponding to the amount of the devaluation.

4.03

Subject to the instructions of a Guaranteed Debtor, the Bank may allocate any amount recovered in respect of a Default Sum owed by that Guaranteed Debtor in or towards the discharge of the same or any other Default Sum owed by the Guaranteed Debtor. For this purpose, the Bank may effect the conversions of currency that it may deem necessary.

5.01

By way of remuneration for the Bank’s services to the Guarantors under this Agreement and, in particular, for any temporary exchange risk incurred, each Guarantor shall severally pay to the Bank its respective share of the Recovery Administration Fee.

The Fee shall be calculated at the rate of 2% p.a. as may be revised and notified by the Bank in accordance with the applicable principles from time to time laid down by the Bank’s governing bodies and shall be charged from day to day on the outstanding amount of each Guaranteed Sum less any recoveries obtained. It shall be payable for the period running from the due date of the Default Sum to the date on which the Bank recovers the last amount outstanding in respect thereof.

The Fee shall be calculated on the basis of a month of 30 days and a year of 360 days.

The Fee shall be payable in a single instalment on each date on which any portion of a Guaranteed Sum is recovered. The Fee shall be payable in euro and be calculated at the Recovery Date Exchange Rate.

5.02

Five years from the date of entry into force of this Agreement and thereafter at convenient periodic intervals, the Bank shall, if it deems it appropriate, propose a revision of the rate for calculation of the Fee mentioned in this Article 5. This revision shall take account of changes in the volume of work involved in the execution of this Agreement and other relevant factors. Such revision may be upward or downward. Any downward revision shall take immediate effect. Any upward revision shall take effect upon receipt by the Bank of the consents of 75% by weight of the Guarantors, calculated as provided for in Article 9. The Guarantors shall not unreasonably withhold or delay their consent.

6.01

The Bank shall be released from its duties of administration of a Subrogated Sum in the following circumstances:

(a) where, by a decision, having the consent of Guarantors holding 75% or more by value of the Guarantors’ aggregate entitlement to the Subrogated Sum, as determined pursuant to Article 9, the Guarantors authorise the Bank to suspend/abandon further action in relation thereto, other than to remit amounts recovered;

(b) where the Bank renounces its duties in respect of a Subrogated Sum by communication to the Guarantors made at any time after the later of (i) the 12^th anniversary of the due date for payment and (ii) the date falling nine months from the due date for the last scheduled repayment under the relevant Loan Agreement; or

(c) where the Bank has amended the terms of an agreement with a Guaranteed Debtor pursuant to Article 4.02 of the Guarantee and such amendment has the effect of reducing or writing off a Guaranteed and/or Subrogated Sum, provided that in relation thereto the Bank has acted at all times in accordance with Article 4.01 of the Guarantee.

6.02

For the purposes of Article 6.01(a), the Bank shall suspend action towards the Guaranteed Debtor from the date on which the Bank is in receipt of sufficient consents to form the required majority or, as the case may be, the date on which the Bank gives to the Guarantors notice of renunciation, provided that suspension shall not prejudice the Bank’s obligation to preserve the Guaranteed Debtor’s liability for the Default Sum and shall not prejudice the Bank’s obligation to maintain the accounts in connection with the Default Sum pursuant to this Agreement. The Bank shall promptly inform the Guarantors of the suspension. The suspension is irreversible.

6.03

If the Bank is released from its duty to endeavour to recover a Subrogated Sum, the Guarantors shall pay the residual Fee accrued up to the date of the release. However, if the Bank is released from its duty in connection with a Subrogated Sum by reason of a general programme of discharge, for example under the programme for heavily indebted poor countries (HIPC), the Recovery Administration Fee shall be payable at the rate of 1% p.a., as may be revised and notified by the Bank in accordance with the applicable principles from time to time laid down by the Bank’s governing bodies, instead of the rate mentioned in Article 5. The residual Fee is payable and shall be debited from the LLCA and/or MSCAs two months from the date upon which the Bank’s duty has ceased, as notified to the Guarantors by the Bank.

7.01

The Guarantors shall indemnify the Bank for all taxes incurred by the Bank in the carrying out of its duties under this Agreement. The Bank shall account for any eventual reimbursement of taxes from other sources.

7.02

In addition to any fee which may be payable under Article 5, the Guarantors shall, in proportion to their respective shares in Guaranteed Sums, and up to the aggregate limit of 2% of the Default Sum laid down by Article 1.01 of the Guarantee, indemnify the Bank for all external expenses reasonably incurred by the Bank. The said limit shall not apply where the Bank gives to the Guarantors prior written notice that it will incur expenses which may exceed the limit but which it believes will increase the net sum recovered. This indemnity shall be limited to expenses for obtaining from third parties advice and services that the staff of the Bank could not reasonably provide. The Bank may deduct such expenses from any amount recovered against any Subrogated Sum. It shall render accounts to the Guarantors. The Guarantors’ obligations are conditional upon the Bank having first endeavoured and failed during a period of 90 days to obtain reimbursement of the expenses from the Guaranteed Debtor. The Bank shall continue to seek reimbursement from the Guaranteed Debtor, notwithstanding payment by the Guarantors.

8.01

This Agreement shall be governed by and construed in accordance with the general principles common to the laws of the Member States. Any dispute between the parties to this Agreement that is not promptly and amicably resolved shall be referred for decision to the Court of Justice of the European Union pursuant to Article 272 of the Treaty on the Functioning of the European Union.

9.01

Any amendment to this Agreement shall be concluded with the consent of the Bank and by favourable decision of 75% by weight of the Guarantors, as calculated by reference to the contribution of each Guarantor to the capital of the Bank. Each Guarantor individually agrees to be bound by any amendment so decided.

10.01

Notices and other communications given hereunder to the Guarantors or to the Bank shall be sent by registered letter or other recognised means of communication addressed to the recipient at its address set out below:

For a Guarantor:

Its address set out in the Annex

For the Bank:

100, boulevard Konrad Adenauer

L-2950 Luxembourg

11.01

This Agreement will be binding in respect of each Guarantor immediately upon its valid signature or, as applicable, its ratification of the Agreement and shall have effect from 1 January 2014.

11.02

The authentic texts of this Agreement shall be in English, French and German. Each Guarantor may sign in any one of the three authentic languages.

11.03

This Agreement is signed in counterparts, each Guarantor signing two originals and delivering them to the Bank. The Bank shall deliver to each Guarantor one original counterpart signed by that Guarantor and the Bank. The Bank shall produce a conformed copy in the English language.