Public-private partnership agreement

Public Partner's General Undertakings

10.1 The Public Partner undertakes to the Private Partner that it shall, at its own cost and expense:

1. 
   undertake, comply with and perform all its obligations under this PPPA and any other ancillary or connected agreement to which the Public Partner is a party;
   

2. 
   establish mortgage over the complete Site within 30 (thirty) days from the Date of Agreement and to take actions and execute documents, including the acknowledgement of the assignment, required to be taken or executed by the Public Partner to assign the rights and receivables arising from the mortgage to the lenders;
   

3. 
   comply with all Applicable Laws in the performance of its obligations under this PPPA and any other ancillary or connected agreement to which the Public Partner is a party and ensure that its obligations under the PPPA do not conflict with Applicable Laws;
   

4. 
   support, cooperate with and facilitate the Private Partner and the Private Implementation Company in the implementation of the Project;
   
5. 
   subject to the obligations of the Private Partner as set out in Clause 5, take all necessary steps to support the Private Partner and the Private Implementation Company in the procurement, the maintenance and the renewal of Applicable Permits required from any Public Body for the design and construction of the Project, pursuant to the provisions of this PPPA;
   

6. 
   provide support and assistance to the Private Partner and the Private Implementation Company, the contractors and/ or any subcontractor in procuring any and all Applicable Work Permits;
   
7. 
   to be liable for damages and losses caused by Cost Increases attributable to a Public Body, Risk Events, Uninsurable Risks and any other reason not exclusively attributable to the Private Partner;
   

8. 
   identify a person to act as contact person between the Public Partner and (i) the Private Partner and the Private Implementation Company in connection with the PPPA and (ii) the Public Bodies in relation to the process to obtain the Applicable Permits (including providing all reasonable assistance to the Private Partner and the Private Implementation Company in expediting resolution of any issue or delay of the issuance);
   

9. 
   ensure that the Private Partner and the Private Implementation Company, any contractor and any sub-contractor will have all necessary rights of access to, enjoyment of or use of, the Site, free from Encumbrances or encroachments, for the purposes of the carrying out of the Investment;
   

10. 
    upon written request from the Private Partner or the Private Implementation Company, assist the Private Partner and the Private Implementation Company in obtaining access to all necessary infrastructure facilities and utilities including, water, access roads, telecommunications and energy transmissions;
    
11. 
    procure that no barriers are erected or placed on the Site or the access to the Site by the Public Partner, by any Public Body or persons claiming through or under it;
    

10. 
    not infringe any of the Private Partner's, the Private Implementation Company’s or third parties' Intellectual Property Rights (if any); and
    

10. not do or omit to do any act, deed or thing which may in any manner violate any of the provisions of this PPPA and any other ancillary or connected agreement to which the Public Partner is a party or impede or hinder the Private Partner or the Private Implementation Company in the performance of its obligations and/ or rights under the PPPA, nor engage in activities that may result in a Material Adverse Effect.

8. Representations and Warranties of the Private Partner

11.1 The Private Partner represents and warrants to the Public Partner on the Date of Agreement that:

1. 
   Private Partner and Private Implementation Company are duly organised and validly existing under the laws of the Republic of Turkey and of the Republic of Moldova, respectively, and have full power and authority to execute and perform their obligations under this PPPA and to carry out the transactions contemplated hereby;
   

2. 
   it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this PPPA and to validly exercise its rights and perform its obligations under this PPPA;
   

3. 
   its obligations under this PPPA are legally valid, binding and enforceable obligations against it in accordance with its terms;
   

4. 
   Private Partner and Private Implementation company are subjects to the laws of the Republic of Turkey and of the Republic of Moldova, respectively, and expressly and irrevocably waives any immunity in any jurisdiction in respect of this PPPA or matters arising there under including any obligation, liability or responsibility hereunder;
   

5. 
   the execution, delivery and performance of this PPPA will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
   

6. 
   it has the financial standing and capacity to undertake the Project in accordance with the terms of this PPPA;
   
7. 
   the information furnished in the proposal called "technical offer" dated 4 July 2018 and "financial offer" dated 4 July 2018 to the Public Partner (the "Proposal") is true and accurate in all material respects as on the Date of Agreement;
   

8. 
   there are no actions, suits, proceedings or investigations pending or to the Private Partner's knowledge threatened against it before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may directly cause a breach of the PPPA or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this PPPA;
   

9. 
   it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Public Body which may result in any Material Adverse Effect and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this PPPA;
   

10. 
    it is a special purpose company set up solely for the purpose of implementing the Project in accordance with the terms of this PPPA;
    

11. 
    on the Date of the Agreement, Summa Turizm Yatırımcılığı Anonim Şirketi directly holds 100% of the Private Implementation Company's issued and paid up equity; and
    
12. 
    no order has been made and no resolution has been passed for the winding up of the Private Partner or for a provisional liquidator to be appointed in respect of the Private Partner and no petition has been presented and no meeting has been convened for the purpose of winding up the Private Partner. No receiver has been appointed in respect of the Private Partner or all or any of its assets. The Private Partner is not insolvent or unable to pay its debts as they fall due.
    

11.2 In the event that any occurrence or circumstance comes to the attention of the Private Partner that renders any of its aforesaid representations or warranties untrue or incorrect when made, the Private Partner shall immediately notify the Public Partner of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any obligation of either Party under this PPPA.

8.