Maintenance: maintain, repair, overhaul and renew all property forming part of the Project as required to keep it in good working order;

Project assets: unless the Bank shall have given its prior consent in writing retain title to and possession of substantially all the assets comprising the Project or, as appropriate, replace and renew such assets and maintain the Project in substantially continuous operation in accordance with its original purpose; the Bank may withhold its consent only where the proposed action would prejudice the Bank's interests as lender to the Borrower or would render the Project ineligible for financing by the Bank under its Statute or under article 309 of the Treaty on the Functioning of the European Union;

Insurance: insure all works and property forming part of the Project with first class insurance companies in accordance with the most comprehensive relevant industry practice;

Rights and Permits: maintain in force all rights of way or use and all Authorisations necessary for the execution and operation of the Project;

Environment and Social:

Accounts: ensure that the Promoter requests any disbursements from the Borrower under the Loan Fund Transfer Agreement, and the Borrower makes any such payments to the Promoter in relation with the Project to a bank account in the name of the Promoter held with a duly authorised financial institution in the jurisdiction where the Promoter is located or where the Project is undertaken by the Promoter.

ensure that individual allocations comply with the eligibility criteria and the reporting requirements as defined in this Contract;

ensure that a Project Implementation Unit (PIU) is created within 6 (six) months from the date of signature (by the last Party) of this Contract and that the PIU continues to stay operational to the satisfaction of the Bank. The Borrower shall, and shall ensure that the Promoter shall, endeavour its best effort to engage women as PIU member with relevant management degrees and experiences equivalent to the other PIU members and in line with the Serbia 2021-2030 Gender Equality Strategy and recommendations from World Bank and UNWOMEN for gender inclusion. For the avoidance of doubt, for the hydropower plants allocations the Promoter will engage external technical consultants for specialized fields (manufacturing tests, FAT, model tests, etc). In addition, the Supervision/FIDIC engineer with sufficient number of consultants with the international experience, whose terms of reference are satisfactory to the Bank, will be engaged to support the PIU;

undertake to identify, train, and build capacity as needed, and maintain a team of project managers within 6 (six) months from the date of signature (by the last Party) of this Contract to work on future projects/operations of the Promoter. The Borrower shall, and shall ensure that the Promoter shall, endeavour its best effort to engage women in the corporate team of project managers;

undertake not to allocate Bank’s funds to Sub-Project(s) components that require planning/construction or other permits, until such permits have been issued by the competent authorities and have been made available to the Bank. In case an exemption from permits is applicable for a Sub-Project, a translated into English copy of such exemption (altogether with a copy of the original) shall be provided to the Bank;

undertake to immediately inform the Bank of any change that may affect substantially the Project’s expenses and incomes;

ensure that a cost benefit analysis is performed for all allocations, using the Bank’s assumptions on the social cost of CO2 defined in the annex 5 of the EIB climate bank Roadmap (EIB Group Climate Bank Roadmap 2021-20254) and other generation cost assumptions included in the Allocation Request. The economic internal rate of return (EIRR) of 12% (twelve percent) or more should be proved to the Bank for allocations, except for those on the tentative list in the Schedule A of this Contract;

ensure that at portfolio level, the aggregated disbursed amount of this Loan (including any other credit provided by the Bank for this Project) shall not exceed 50% of the total project investment cost, as described in Recital (b), at the end of the Allocation Period, except for the cases when the Bank has agreed to such exceed of 50% for the individual Sub-Project;

ensure not to commit any Bank’s funds against Sub-Projects that require an Environmental and Social Impact Assessment Study or biodiversity assessment according to national law prior to receiving consent from the competent authority, and the Non-Technical Summary of the Environmental and Social Impact Assessment Study having been made available to the public;

ensure that before the Credit is allocated, for Sub-Projects that are subject to an Environmental and Social Impact Assessment Study, that the Bank has received and is satisfied with the environmental studies and documents related to the Environmental and Social Impact Assessment Study (including Environmental and Social Impact Assessment Study report, environmental consent);

undertake (when applicable) to fulfil the requirements of the environmental impact studies (Environmental and Social Impact Assessment Study report or others) and of the associated environmental permits;

ensure to obtain, for Sub-Projects that may have an impact on a nature conservation site, confirmation from the competent authority that the Sub- Project does not have a significant negative impact on any such site. Such confirmation should be delivered to the Bank and to the Bank’s satisfaction before the Loan is allocated. Sub-Projects with significant negative impacts on a nature conservation site are not eligible under this Contract;

undertake to implement a climate change risk assessment (CCRA) following International Hydropower Association Climate Resilience Guide5 (May 2019 or later) for the cascades as per Schedule A of this Contract within 2 (two) years from the Date of Effectiveness of this Contract. The Borrower shall, and shall ensure that the Promoter shall, demonstrate commitment to regularly update the climate risk assessment reports and at least every 6 (six) years (unless the Credit is fully repaid by the Borrower) in association with the relevant dam safety reports required by the relevant authorities. Based on the assessment results the Borrower shall, and shall ensure that the Promoter shall, plan the implementation of the proposed adaptation measures;

ensure that a lender’s engineer (consultant), appointed by the Borrower (acting through the MoME directly or through the Promoter, as applicable) to the satisfaction of the Bank, shall report exclusively to the Bank on the Project’s allocations physical and financial progress on a quarterly basis until the project completion date under calendar section of Schedule A of this Contract. For the avoidance of doubt, (i) the engagement of lender’s engineer will be defined during the allocation process for more complex allocations as identified to the discretion of the Bank and (ii) such consultant shall report on the performance (technical, environmental, social, and economic) during the first full year after Commercial Operation Date of each Sub-Project for which the Bank decides as necessary;

promptly inform the Bank of any changes occurring with regards to the PIU or the Project technical contact as per paragraph A.1.5 of the Schedule A of this Contract;

ensure that adequate environmental and social management plans, defined according to the legal requirements and related documents, are implemented and monitored during the construction of the different schemes, namely in what refers to waste management and occupational health and safety; and promptly notify the Bank of any related unexpected accident or incident during the construction of the Project;

keep updated and available all relevant documents, such as documents supporting compliance with EU environmental directives, and any other information to be promptly provided to the Bank upon request (with reference to the commitment in the Bank's public disclosure policy on responses to external enquiries);

notify the Bank of any state-aid or EU funding related event arising in relation with the Project, including any suspension of payments or infringement procedures initiated by the European Commission related to the implementation of a Sub-Project;

ensure that there is no double-financing of the Sub-Project(s) with other loans provided by the Bank with the same Promoter;

promptly inform the Bank when the implementation of any allocated Sub-Project is suspended or the Sub-Project is cancelled;

ensure that the tender dossiers for all contracts to be financed by the Bank shall include an effective national mechanism, as provided by the laws of the Borrower, for the remedy of complaints. Such national remedy mechanism shall be available to any party having had an interest in obtaining a particular contract and who has been, or risks being harmed by an alleged infringement;

promptly inform the Bank of any changes to the initial procurement plan(s);

consult with the Bank prior to entering into any material amendments to contracts financed by the Loan in order to verify the alignment with the provisions under the Schedule A of this Contract and shall seek the Bank's non-objection prior to entering into any material amendments to contracts financed by the Bank, as applicable as per the latest version of the EIB Guide to Procurement6;

promptly inform the Bank of any agreement with other international financial institutions to finance investments that are included in the Project scope;

if so requested by the Bank, submit to the Bank for its review and approval the Loan Fund Transfer Agreement and;

ensure that at the end of the physical execution of all Sub-Project to which the Loan will be allocated, the aggregate amount of the disbursed Tranches does not exceed the aggregate amount of the total allocations under the Loan; and

ensure that the Promoter is in compliance, to the satisfaction of the Bank, with all the conditions (if any) that included in the Allocation Letter provided to the Promoter for each allocation.

ensure that it has, and that the Promoter has, kept and will continue to keep proper books and records of account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and the Promoter, including expenditures in connection with the Project, in accordance with GAAP as in effect from time to time; and,

keep records of contracts financed with the proceeds of the Loan including a copy of the contract itself and material documents relating to the procurement for at least 6 (six) years from substantial performance of the contract.

Prohibited Conduct:

Sanctions

enter into a business relationship with, and/or make any funds and/or economic resources available to, or for the benefit of, any Sanctioned Person in connection with the Project,

use all or part of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any person in any manner that would result in a breach by itself and/or by the Bank of any Sanctions; or

fund all or part of any payment under this Contract out of proceeds derived from activities or businesses with a Sanctioned Person or in any manner that would result in a breach by itself and/or by the Bank of any Sanctions.

Relevant Persons

When disclosing information (other than mere contact information relating to the Borrower’s personnel involved in the management of this Contract ("Contact Details")) to the Bank in connection with this Contract, the Borrower shall redact or otherwise amend that information (as necessary) so that it does not contain any information relating to identified or identifiable individuals ("Personal Information"), except where this Contract specifically requires, or the Bank specifically requests in writing, to disclose such information in the form of Personal Information.

Before disclosing any Personal Information (other than Contact Details) to the Bank in connection with this Contract, the Borrower shall ensure that each individual to whom such Personal Information relates:

it has the power to execute, deliver and perform its obligations under this Contract and all necessary actions have been taken to authorise the execution, delivery and performance of the same by it;

this Contract constitutes its legally valid, binding and enforceable obligations;

the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not and will not contravene or conflict with:

there has been no Material Adverse Change since 17 June 2024;

no event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived;

no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it or any of its subsidiaries any unsatisfied judgement or award;

it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence;

its payment obligations under this Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law;

it is in compliance with

Article 6.5

(e) and to the best of its knowledge and belief (having made due and careful enquiry) no Environmental or Social Claim has been commenced or is threatened against it in relation to the Project;

it is in compliance with all undertakings under this

Article 6

;

to the best of its knowledge, no funds invested in the Project by the Borrower are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; and

neither the Borrower, nor, to the best of its knowledge, any Relevant Person has committed nor will commit (i) any Prohibited Conduct in connection with the Project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering;

the Project (including without limitation, the negotiation, award and performance of contracts financed or to be financed by the Loan) has not involved or given rise to any Prohibited Conduct;

none of the Borrower and/or, to the best of its knowledge, any Relevant Person:

the Declaration on Honour dated 20 December 2024 is true in all respects.

the Beneficial Owners of the successful bidder (including joint venture partners and subcontractors) who are Close Associates or Family Members of the representative(s), member(s) of the management bodies or senior officer(s) of the Borrower or the Promoter are identified and promptly communicated to the Bank; and

adequate measures are adopted to address any potential conflicts of interest such as a financial, economic or other personal interest between the identified Beneficial Owner(s) and any member(s) of the Borrower's or the Promoter's management bodies, representative(s) or senior officer(s).