the Equator Principles 4,

the Recommendation of the OECD Council on Common Approaches for officially supported export credits and environmental and social due diligence,

the IFC Performance Standards on Environmental and Social Sustainability,

the relevant World Bank Group Environmental, Health and Safety Guidelines,

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

determining EURIBOR, a TARGET Day;

participating in a Utilisation of the Facility, any day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France and which is also a TARGET Day;

repaying of principal and paying of interest, late interest and fees or any other sum under the Facility, any day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France, and Belgrade, Republic of Serbia and which is also a TARGET Day; and

any other matter, a day (other than a Saturday or Sunday) on which banks are open for general business in Paris, France and in Belgrade, Republic of Serbia.

the Borrower or the Seller or any of their advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower or the Seller or any of its advisers,

information that:

any Funding Rate.

any representation or statement made or deemed to be made by the Borrower pursuant to

Clause 20.29

(Green Loans) is or proves to have been incorrect or misleading when made or deemed to be made ;

the Borrower does not comply with any Green Loan Provision;

the delivery of a Green Loan Report which sets out details of any non-compliance with the core components of the Green Loan Principles.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

it is or becomes unlawful for the ECA to perform any of its obligations under the ECA Insurance Policy or for a Lender to receive the benefit of the ECA Insurance Policy;

any obligation or obligations of the ECA under the ECA Insurance Policy are not or cease to be legal, valid, binding or enforceable or the ECA Insurance Policy is not or ceases to be in full force and effect; or

the ECA avoids, rescinds, repudiates, suspends, cancels or terminates all or part of the ECA Insurance Policy or evidences an intention to or purports to avoid, rescind, repudiate, suspend, cancel or terminate all or part of the ECA Insurance Policy.

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the applicable Screen Rate;

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan;

(if no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate for the Interest Period of that Loan), the Historic Screen Rate for that Loan;

(if paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of that Loan), the Interpolated Historic Screen Rate for that Loan; or

(if paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate for the Interest Period of that Loan), there shall be no EURIBOR for that Loan and the rate of interest as determined in accordance with

Clause 12.1

(a) and

Clause 12.2

(Alternative basis or funding) shall apply to that Loan for the relevant Interest Period,

at the date of this Agreement, the France office of the relevant Lender; or

in respect of a Lender, the office or offices notified by that Lender to the Facility and ECA Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

sections 1471 to 1474 of the US Internal Revenue Code of 1986 or any associated regulations;

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America (the US) and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; and

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the US Internal Revenue Code of 1986 (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a "passthru payment" described in section 1471(d)(7) of the US Internal Revenue Code of 1986 not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

this Agreement;

the Arrangement Fee Letter;

the Agency Fee Letter;

any Utilisation Request,

the Direction générale du Trésor of the French Ministry of Economy and Finance, any successors thereto, and

any legislative, administrative or other governmental agency, department, commission, board, bureau or any other regulatory authority or, instrumentality thereof and any governmental authorities of the Republic of France having jurisdiction over and responsibility for the provision, management or regulation of the terms, conditions and issuance of export credits in or for the Republic of France including, inter alia, such entities to whom authority in respect of extension or administration of export financing matters have been delegated including the ECA.

all information which has been provided by or on behalf of the Borrower to a Finance Party which relates to classifying a Loan as a “green loan” or any equivalent terminology; and

all information delivered by or on behalf of the Borrower pursuant to

Clause 21.6

(Green Loan Reporting).

with respect to the expert reviews in the form of an ESDD Report, ESAP and EU taxonomy alignment memo, the qualified firm or consultant, not directly tied to the Borrower or the Buyer, namely Ramboll UK Limited, appointed by the Environmental and Social Agent (acting on the instruction of the Majority Lenders and the ECA) for such purpose, with duty of care towards the Finance Parties and the ECA; and

with respect to the expert reviews in the form of Independent Environmental and Social Monitoring Reports, the qualified firm or consultant, not directly tied to the Borrower or the Buyer to be appointed by the Environmental and Social Agent (acting on the instruction of the Majority Lenders and the ECA) for such purpose and with duty of care towards the Finance Parties and the ECA.

each date falling at six (6) Month intervals from the First Utilisation Date until the Starting Point of Repayment;

the Starting Point of Repayment;

each date falling at six (6) Month intervals from the Starting Point of Repayment until the Final Maturity Date; and

the Final Maturity Date.

official holdings of gold;

Special Drawing Rights;

Reserve Positions in the Fund; and

Foreign Exchange.

the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

any Original Lender; and

any bank, financial institution, insurance or reinsurance company, trust, fund or other entity which has become a Party as a Lender in accordance with

Clause 24

(Changes to the Lenders),

the political, commercial, financial and economic conditions in the territory of the Borrower, including its balance of payments and the Borrower’s External Indebtedness; or

the ability of the Borrower to perform or comply with any of its obligations under any Finance Document; or

the validity, legality or enforceability of any Finance Document or the rights or remedies of any Finance Party thereunder.

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end, if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or an improper gift or payment under, or a breach of, any law of the Republic of Serbia; or

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997 or bribery or an improper gift or payment under Loi n°2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique and under Book IV, Title III and Book IV, Title IV of the French Code pénal, the United Kingdom Bribery Act 2010, or the United States Foreign Corrupt Practices Act of 1977.

in relation to a fund (the First Fund), a fund which is managed or advised by the same investment manager or investment adviser as the First Fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Fund; or

in relation to a Lender which is not a fund, any fund which has subscribed financial indebtedness that is arranged and/or underwritten by that Lender or for which that Lender is acting as an investment agent, investment manager, fund manager or collateral manager.

the First Repayment Date;

after the First Repayment Date but prior to the Final Maturity Date, each date falling six (6) Months after the preceding Repayment Date and which shall fall on an Interest Payment Date; and

the Final Maturity Date.

formally designated, nominated or recommended as the replacement for a Screen Rate by:

above;

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

the United Nations,

the European Union or any present or future member state thereof,

the United Kingdom,

the United States of America,

the French Republic,

any other relevant sanctions authority.

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

(i) (A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or (B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used or has ceased to be representative; or

the supervisor of the administrator of that relevant Screen Rate makes a public announcement or publishes information:

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

the Finance Documents;

the French Treasury Loan Agreement; and

the Commercial Contract.

the proposed Transfer Date specified in the relevant Transfer Agreement; and

the date on which the Facility and ECA Agent executes the relevant Transfer Agreement.

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Unless a contrary indication appears, a reference in this Agreement to:

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

The terms Borrower or Financier (including when used in the definition of “Buyer” in

Clause 1.1

(Definitions)) shall be construed as the Republic of Serbia as legal entity whatever the ministry, agency or governmental body it is acting through, including, inter alia, when acting as borrower under the Finance Documents or as financier under the Commercial Contract.

A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived.

"€","EUR" and "Euro" denote the lawful currency of the Participating Member States.

"$", "USD" and "dollars" denote the lawful currency of the United States of America.

receipt of a copy of each of the Transaction Documents then in effect;

that no Finance Party is responsible to it for:

The Borrower's obligations (including, without limitation, its payment obligations) under this Agreement are unconditional and irrevocable and accordingly are not:

The Borrower agrees that it will not claim to be relieved of the performance of any of its obligations under this Agreement by reason of any failure, delay or default whatsoever on the part of the Seller or the Buyer in the performance of its obligations under the Commercial Contract.

the obligations of each Finance Party under the Finance Documents are several and failure by a Finance Party to perform its obligations does not affect the obligations of any other person under the Finance Documents;

no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

the rights of a Finance Party under the Finance Documents are separate and independent rights;

a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.

the Facility and ECA Agent has received the Utilisation Request in respect of the Utilisation to be made on such Utilisation Date;

the Facility and ECA Agent has received, together with the Utilisation Request, the following documents in respect of the Utilisation to be made on such Utilisation Date:

the certifications made by the Seller in the Seller’s Certificate and by the Borrower in the Utilisation Request are true in all respects;

the Borrower has paid the ECA Insurance Premium in full to the Facility and ECA Agent in accordance with

Clause 14.2

(ECA Insurance Premium);

no Default is continuing or would result from the proposed Utilisation and/or no prepayment event referred to in

Clause 8.2

(Sanctions) or in

Clause 8.4

(Disposal of the equipment purchased under the Commercial Contract) or in

Clause 8.5

(French treasury Loan) has occurred and is continuing and/or no ECA Mandatory Prepayment Event has occurred and is continuing;

the representations and warranties which are then to be made by the Borrower under this Agreement or deemed to be repeated by the Borrower under Clause 20.30(b) (Times when representations made) are true and correct;

the making of the Loan would not cause the Total Commitments to be exceeded;

the Facility and ECA Agent is satisfied that:

there has been no event or circumstance that constitutes a material adverse change in the Republic of Serbia or in its international financial, economic or political conditions, including any Serbian sovereign risk downgrading and/or deterioration in the Serbian financial sector, war, civil war, revolution, uprising, acts of terrorism and/or sabotage and which in the opinion of the Majority Lenders would make it inadvisable to proceed with the making of the Utilisation;

the Facility and ECA Agent has not received a notice from the ECA requesting the Lenders to suspend the making of the Loan (or, if the Facility and ECA Agent has received such a notice, that notice has been withdrawn);

the Lenders are not required by the terms of the ECA Insurance Policy to suspend the making of the Loan;

any Authorisation, required for the purposes of this Agreement have been obtained and remain in full force and effect;

the Facility and ECA Agent has received such other documents, certifications, or other evidence as the Facility and ECA Agent acting on the instructions of the ECA may reasonably require with respect to the Borrower or in connection with any Finance Document, the Commercial Contract or the ECA Insurance Policy; and

the Facility and ECA Agent has received a communication from, or on behalf of, Bpifrance Assurance Export in connection with the French Treasury Loan confirming:

with respect to the first Utilisation under the Facility, the Facility and ECA Agent has received a written statement prepared by the Independent Environmental and Social Consultant, confirming the status of the Environmental and Social Action Plan on the date of its issuance and confirming that the Borrower, the Financier and the Employer have complied with the Environmental and Social Action Plan;

with respect to any Utilisation the purpose of which is to finance (solely or amongst others) the payment of a portion of the Total Contract Price relating to the on-shore part of the Commercial Contract (as specified in the relevant Seller’s Certificate) and which shall be paid to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia, the Facility and ECA Agent has received:

The Facility shall be made available only by direct payments exclusively and solely in Euros to the Seller for the payment of goods and services to be supplied and performed under the Commercial Contract in accordance with the terms of the Commercial Contract and being eligible under the ECA Insurance Policy.

Therefore each of the Parties hereto agrees that each Loan under the Facility will be made available by the Lenders directly to the Seller on behalf of the Borrower by the Facility and ECA Agent crediting the proceeds of the Loan to the bank account specified in the relevant Seller’s Certificate.

Loans shall be made available by the Lenders directly to the Seller on behalf of the Borrower by the Facility and ECA Agent crediting the proceeds of the relevant Loans exclusively and solely in Euros to the bank account opened in the name of the Seller held in France; or

Loans shall be made available by the Lenders directly to the Seller on behalf of the Borrower by the Facility and ECA Agent crediting the proceeds of the relevant Loans exclusively and solely in Euros to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia.

Subject to the other terms and conditions of this Agreement, payments of the portion of the Total Contract Price due to the Seller and to be financed under the Facility shall be made to the Seller within no more than ten (10) Business Days from the date the Facility and ECA Agent has received, in form and substance satisfactory to the Facility and ECA Agent:

The Borrower acknowledges that any amounts credited to the Seller (including, inter alia, when credited to the bank account opened in the name of the Seller held in France or to the bank account opened in the name of the Seller’s Belgrade Branch held in the Republic of Serbia) pursuant to this Agreement shall constitute a Loan made available to the Borrower for the purposes of this Agreement.

Without prejudice to the provisions of

Clause 5.4

(Responsibility of the Facility and ECA Agent in examining the documents), the Borrower further acknowledges that no Finance Party has any obligation to verify or ensure the validity, truthfulness or genuineness of the attachments to any Utilisation Request submitted by the Borrower or any of the statements set out in any Utilisation Request or in any Seller’s Certificate.

The Facility and ECA Agent shall notify to the Borrower the date and amount of each Loan made available to the Borrower by direct payment to the Seller no later than 10 (ten) Business Days from the relevant Utilisation Date.

The Facility and ECA Agent will maintain in its books an accounting system showing the amount of the principal denominated in currency of the Facility outstanding under the Agreement. The accounting system shall, in the absence of manifest error, be conclusive as to the amount owing by the Borrower under the Agreement.

the Utilisation Date is a Business Day within the Availability Period;

the currency specified in the Utilisation Request must be EUR;

the amount requested by the Borrower in the Utilisation Request must be a minimum of EUR 1,000,000 or, if less, the Available Commitment and does not exceed the Available Commitment;

the amount requested by the Borrower in the Utilisation Request must be a maximum amount equal to the Facility Pro Rata Share of the amount specified in the relevant Engineer’s Payment Certificate as being due and payable under the Commercial Contract and with respect to any Contract Price Increase, such increase to be financed under the relevant Utilisation shall not be greater, in aggregate with all previous Contract Price Increases paid under a Utilisation, than an amount equal to 9.2% of the Contract Basis Price;

the Borrower attaches to the Utilisation Request all relevant documents listed Paragraph (b) of

Clause 4.3

(Further conditions precedent (including the first Utilisation)) in respect of the relevant Utilisation, satisfactory to the Facility and ECA Agent;

the Utilisation Request is executed by a person duly authorised to do so on behalf of the Borrower; and

the Seller’s Certificate attached thereto is executed by a person duly authorised to do so on behalf of the Seller.

The Facility and ECA Agent shall promptly notify each Lender of the amount of the relevant Loan, the amount of its participation in the relevant Loan, the account for such purpose and other information contained in the Utilisation Request no later than three Business Days before the Utilisation Date.

If the conditions set out in this Agreement have been met, the Lenders shall make their participation in each Loan available by the Utilisation Date through their Facility Office.

Each Lender’s participation in the relevant Loan will be in proportion to its share in the Available Commitment immediately prior to the making of the Loan, being as at the Signing Date, the percentage set out in Schedule 1 (The Original Lenders)

provided pursuant to

Clause 4.3

(Further conditions precedent (including the first Utilisation)); or

included with or attached to any Utilisation Request;

The Total Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

Unless the Lenders and the Borrower agree to extend such period, if:

The Borrower shall repay the Loans as follows:

As soon as practicable after the end of the Availability Period, the Facility and ECA Agent shall provide to the Borrower and the Lenders a repayment schedule of the actual Repayment Instalments which are to be paid by the Borrower.

The Borrower may not re-borrow any part of the Facility which is repaid.

the prepayment date is not within the Availability Period; and

if the prepayment is made on a date which is not an Interest Payment Date, the Borrower shall pay simultaneously with such prepayment any Break Costs which may be due in accordance with

Clause 12.3

(Break Costs).

If, after the end of the Availability Period:

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents and the Lenders’ corresponding commitment in the Total Commitments shall be immediately cancelled in the amount of the participation repaid.

that Lender shall promptly notify the Facility and ECA Agent upon becoming aware of that event;

upon the Facility and ECA Agent notifying the Borrower, the commitment of that Lender in the Total Commitments will be immediately cancelled; and

the Borrower shall, repay that Lender's participation in the Utilisations made to the Borrower on the last day of the Interest Period for each Utilisation occurring after the Facility and ECA Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility and ECA Agent (being no earlier than the last day of any applicable grace period permitted by law or Sanctions) and the commitment of that Lender in the Total Commitments shall be cancelled in the amount of the participations repaid.

the Borrower or the Buyer is or becomes the subject of Sanctions ;

any representation or statement made by the Borrower in

Clause 20.22

(Sanctions) is or proves to have been incorrect when made or deemed to be made; or

the Borrower does not comply with any undertaking or procurement under

Clause 22.10

(Sanctions),

upon the Facility and ECA Agent notifying the Borrower, the share of that Lender in the Available Commitment will be immediately cancelled; and

the Borrower shall repay that Lender's participation in the Utilisations made to the Borrower on the last day of the Interest Period for each Utilisation occurring after the Facility and ECA Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility and ECA Agent (being no earlier than the last day of any applicable grace period permitted by law or Sanctions) and the commitment of that Lender in the Total Commitments shall be cancelled in the amount of the participations repaid.

the Facility and ECA Agent shall promptly notify the Borrower and the Lenders upon becoming aware of that event; and

if a Lender so requires and notifies the Facility and ECA Agent, the Facility and ECA Agent shall, by not less than 5 calendar days' notice to the Borrower, cancel the share of that Lender in the Available Commitment and declare the participations of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, immediately due and payable, whereupon the share of that Lender in the Available Commitment will be immediately cancelled and its participation in all such outstanding Loans and all other amounts shall immediately be repaid by the Borrower and the commitment of that Lender in the Total Commitments shall be cancelled in the amount of the participations repaid.

any commitment of the French State under the French Treasury Loan is cancelled or suspended; or

any of the events or circumstances referred to in the relevant clauses of the French Treasury Loan Agreement relating to the interruption or to the exigibility in advance of the French Treasury Loan or any other event of default (howsoever described) under the implementation agreement relating to the French Treasury Loan occurs and is continuing,

no Lender shall have any obligation to participate in a Utilisation; and

if a Lender so requires and notifies the Facility and ECA Agent, the Facility and ECA Agent shall, by not less than 5 calendar days' notice to the Borrower, cancel the share of that Lender in the Available Commitment and declare the participations of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, immediately due and payable, whereupon the share of that Lender in the Available Commitment will be immediately cancelled and its participation in all such outstanding Loans and all other amounts shall immediately be repaid by the Borrower and the commitment of that Lender in the Total Commitments shall be cancelled in the amount of the participations repaid.

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue (without any judicial or non-judicial procedure, step or notice) on the overdue amount from the due date up to the date of actual payment (both before and after judgment or arbitration) at a rate which, subject to Paragraph (b) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility and ECA Agent (acting reasonably). Any interest accruing under this

Clause 10.3

(Default interest) shall be immediately payable by the Borrower on demand by the Facility and ECA Agent

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum (to the extent permitted by applicable laws, it being specified that, as of the Signing Date, interest may be compounded with the Unpaid Sum if they are due for more than twelve months) but will remain immediately due and payable.

Subject to paragraphs (c) and (d) below, each Interest Period shall have a six (6)-Month duration.

Each Interest Period for a Utilisation shall start on the date of such Utilisation (included) or (if already made) on the last day of its preceding Interest Period (excluded).

The first Interest Period for the first Utilisation under the Facility shall expire on the date that is six (6) Months after the date of such Utilisation (included). The initial Interest Period for the second and each subsequent Utilisation under the Facility shall expire on the last day of the current Interest Period (included) in respect of the first Utilisation under the Facility.

Any current Interest Period for a Loan within which the Starting Point of Repayment falls, shall end on the Starting Point of Repayment (excluded) and may be shorter than six (6) Months. An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

The first Interest Period of a Loan beginning at the Starting Point of Repayment shall have a six (6)-Month duration and shall begin on the Starting Point of Repayment (included).

Each of the following Interest Periods of a Loan falling after the Starting Point of Repayment shall have a six (6)-Month duration and shall begin on the last day of the previous one (excluded).

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the Facility and ECA Agent shall promptly notify the Parties thereof, and (subject to any alternative basis agreed as contemplated by

Clause 12.2

(Alternative basis of interest or funding) below) the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

In this Agreement:

at or about 12:00 (noon) (Paris time) on the Quotation Day for the relevant Interest Period, neither the Screen Rate nor the Interpolated Screen Rate is available to determine EURIBOR for the relevant Interest Period; or

before close of business in Paris on the Quotation Day for the relevant Interest Period, the Facility and ECA Agent receives notifications from a Lender or Lenders (whose participations in Loans exceed 33⅓% of the Loans) that the cost to it of funding its participation in a Loan from whatever source it may reasonably select would be in excess of EURIBOR for the relevant Interest Period.

If a Market Disruption Event occurs and the Facility and ECA Agent or the Borrower so requires, the Facility and ECA Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

In case no alternative basis is agreed after the negotiations period referred to in paragraph (b) above, the rate of interest on each Lender's share in the Loans for the relevant Interest Period will be the rate determined in accordance with paragraph (a) of

Clause 12.1

(Market disruption).

The Borrower shall, within seven Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the Interest Payment Date or the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Facility and ECA Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

The Borrower shall pay to the Facility and ECA Agent (for the account of each Lender) a fee computed at the rate of:

The commitment fee accrues on a daily basis from the Signing Date on the daily undrawn and uncancelled Total Commitments until the end of the Availability Period (on the actual number of days elapsed, including the first and excluding the last days of the period and a year of 360 days), and the accrued commitment fee is payable:

The commitment fee shall be paid to the Facility and ECA Agent, for the account of each Lender, to such account that the Facility and ECA Agent may notify to the Borrower. Upon receipt of the payment of the commitment fee by the Facility and ECA Agent, the Facility and ECA Agent shall distribute the relevant portion of the commitment fee to each Lender in accordance with the terms of

Clause 28.2

(Distributions by the Facility and ECA Agent).

be authorised to take all such actions as it may deem necessary to ensure that all requirements of the ECA under or in connection with the ECA Insurance Policy are complied with; and

not be obliged to do anything if, in its opinion, to do so could (i) result in a breach of any requirements of the ECA under or in connection with the ECA Insurance Policy, (ii) affect the validity of the ECA Insurance Policy or (iii) otherwise result in an ECA Mandatory Prepayment Event.

The Borrower acknowledges that no Finance Party is in any way involved in the calculation of any part of the ECA Insurance Premium.

The Borrower shall not raise against any Lender any claim or defence in relation to the calculation, payment or refund of (or the failure to pay or refund) any part of the ECA Insurance Premium.

The Borrower shall bear the cost of reimbursing to the Facility and ECA Agent (for the account of each Lender) the credit insurance premium due to the ECA under the ECA Insurance Policy (including any increase in the amount of the ECA Insurance Premium).

The ECA Insurance Premium percentage is set by the French Authorities at their sole discretion and will be indicated in the ECA Insurance Policy. As at the date of this Agreement, the ECA Insurance Premium has been estimated to be equal to an amount of EUR 52,841,000.00 which is calculated on the basis of the percentage of 9.97% of the Total Commitments.

The Borrower acknowledges that the obligation to pay the ECA Insurance Premium related to this Agreement is absolute and unconditional and paragraph (c) shall apply in respect of all credit insurance premium due to the ECA under the ECA Insurance Policy.

The Borrower acknowledges that the ECA Insurance Premium shall be paid in full prior to the first Utilisation being made under the Facility. Therefore, the Borrower irrevocably and unconditionally agrees to transfer in full from its own funds to the Facility and ECA Agent (for further payment to the ECA) an amount equal to the ECA Insurance Premium.

The Borrower acknowledges that the ECA Insurance Premium is not refundable for any reason whatsoever.

Notwithstanding the above, a minimum premium, as of the date of this Agreement, in an amount equal to two thousand Euros (EUR 2,000) shall be paid to the ECA by the Borrower in respect of the ECA Insurance Policy upon the execution of such ECA Insurance Policy. Such amounts shall remain the property of the ECA and is accordingly payable by the Borrower to the ECA in any event.

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility and ECA Agent accordingly. Similarly, a Lender shall notify the Facility and ECA Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility and ECA Agent receives such notification from a Lender it shall notify the Borrower.

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Facility and ECA Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

The Borrower shall within seven Business Days of demand by the Facility and ECA Agent pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) shall not apply:

any payment or liability which relates to a FATCA Deduction required to be made by a Party; or

to the extent a loss, liability or cost is compensated for by an increased payment under

Clause 15.2

(Tax gross-up).

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility and ECA Agent of the event which will give, or has given, rise to the claim, following which the Facility and ECA Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from the Borrower under this

Clause 15.3

(Tax indemnity), notify the Facility and ECA Agent.

a Tax Credit is attributable to that Tax Payment; and

that relevant Finance Party has obtained, utilised and retained that Tax Credit,

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

Each Original Lender and each New Lender under

Clause 24

(Changes to the Lenders) shall:

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility and ECA Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility and ECA Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility and ECA Agent).

The Facility and ECA Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (f) above without further verification. The Facility and ECA Agent shall not be liable for any action taken by it under or in connection with paragraph (e) or (f) above.

If a Lender subsequently becomes aware that it has ceased to be a FATCA Exempt Party, that Lender shall immediately notify the Facility and ECA Agent and the Facility and ECA Agent shall notify the other Finance Parties.

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Facility and ECA Agent and the Facility and ECA Agent shall notify the other Finance Parties.

Subject to

Clause 16.3

(Exceptions) the Borrower shall, within seven

In this Agreement Increased Costs means:

In this

Clause 16.1

:

"CRD IV" means:

A Finance Party intending to make a claim pursuant to

Clause 16.1

(Increased costs) shall notify the Facility and ECA Agent of the event giving rise to the claim, following which the Facility and ECA Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Facility and ECA Agent, provide a certificate confirming the amount of its Increased Costs.

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 15.3 (Tax indemnity) (or would have been compensated for under Clause 15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax indemnity) applied);

attributable to a FATCA Deduction required to be made by a Party;

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

Euro is the currency of account and payment for any sum due from the Borrower under any Finance Document (except for any payment in respect of costs, expenses or Taxes which shall be made in the currency in which the costs, expenses or Taxes are incurred). If any sum due from the Borrower under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

The Borrower shall, within seven Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by it as a result of:

The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Facility or the use of the proceeds under the Facility (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).

any cost, loss or liability incurred by the Facility and ECA Agent (acting reasonably) as a result of:

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it (otherwise than by reason of its gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to

Clause 28.8

(Disruption to payment systems etc.), notwithstanding the Facility and ECA Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility and ECA Agent) in acting as Facility and ECA Agent under the Finance Documents or the ECA Insurance Policy.

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of

Clause 8

(Mandatory Prepayment),

Clause 15

(Tax Gross Up and Indemnities) or

Clause 16

(Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under

Clause 18.1

(Mitigation).

A Finance Party is not obliged to take any steps under

Clause 18.1

(Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

It is a sovereign state and has the power to sue and be sued in its own name, including before any court and/or arbitration tribunal which may be competent pursuant to the Finance Documents;

It has the power to own its assets and carry on its activities and business as it is being conducted.

enter into and perform

The Borrower has duly conferred upon its representatives the powers to execute the Finance Documents and any other document that may be appropriate or needed under the Finance Documents, in compliance with the applicable regulations.

No limit on its powers will be exceeded as a result of the borrowing contemplated by the Finance Documents to which it is a party (including, for avoidance of doubt, the limit on public debt set in the relevant annual budget law of the Republic of Serbia).

The entry into, delivery and performance by it of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with:

Any consents required by the Borrower’s creditors, by regulatory bodies or any third parties, which are necessary for the execution of this Agreement and the Finance Documents to which the Borrower is a party and which are necessary for the execution and the performance of the obligations arising thereunder, have been obtained.

to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in the Republic of Serbia,

The funds necessary for the payment of all of the obligations of the Borrower under the Transaction Documents in respect of the relevant period have been provided for under the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year.

The funds necessary for the payment of all of the obligations of the Buyer under the Commercial Contract (to the extent not financed under the Facility or under the French Treasury Loan) in respect of the relevant period have been provided for under the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year.

Its borrowings and guarantees are within limits (if any) under the applicable laws of the Republic of Serbia or set by the IMF, the World Bank and applicable international treaties.

The Republic of Serbia and the Central Bank have full ownership, power, control and authority to use the International Monetary Assets.

The Borrower has fully disposable to it part of the available International Monetary Assets for the satisfaction and discharge of its obligations under the Finance Documents and does not require any licence or any other Authorisation of any person or government entity or agency to use such part of the International Monetary Assets.

The Republic of Serbia is the beneficial owner of the International Monetary Assets.

The Central Bank is the central bank and monetary authority of the Republic of Serbia that is empowered to hold and manage the International Monetary Assets, including the part of the International Monetary Assets that is fully disposable by the Borrower, in a manner that contributes to the due performance of the Republic of Serbia’s foreign debt obligations, which will include the obligations under the Finance Documents.

Under the laws of the Republic of Serbia, all payments to be made under the Finance Documents may be freely transferred out of the Republic of Serbia and may be paid in, or freely converted into, euro, subject to registration of this Agreement with the Central Bank.

Subject to registration of this Agreement (and any amendments thereto in accordance with this Agreement) with the Central Bank, the Borrower has obtained all foreign exchange control approvals or such other Authorisations as are required to assure the availability of euro to enable the Borrower to perform all of its obligations under the Finance Documents in the manner and at the place provided therein.

Subject to registration of this Agreement with the Central Bank (and any amendments thereto in accordance with this Agreement), there are no restrictions or requirements currently in effect that limit the availability or transfer of foreign exchange which would restrict the ability of the Borrower to perform its obligations under any Finance Document.

The choice of governing law of the Finance Documents will be recognised and enforced in the Republic of Serbia.

The Borrower is, under the laws of the Republic of Serbia, subject to civil and commercial law with respect to its obligations under the Finance Documents and its execution of the Finance Documents to which it is a party constitutes, and the borrowings under this Agreement, its exercise of its rights and performance of its obligations thereunder will constitute, under the laws of the Republic of Serbia, private and commercial acts (as opposed to governmental, public or administrative acts), subject to civil and commercial law and done and performed for private and commercial purposes.

The choice of the exclusive jurisdiction of the arbitral court of the International Chamber of Commerce of Paris as provided in this Agreement is valid and binding on the Borrower and will be recognized and enforced in the Republic of Serbia.

The Borrower has validly waived its right of immunity pursuant to

Clause 37

(Jurisdiction – Arbitration).

Any judgment or arbitration award obtained in relation to a Finance Document will be recognised and enforceable in the Republic of Serbia.

report (and pay, if any, the applicable reporting fee) to the Central Bank:

register the relevant information pertaining to this Agreement (including any changes thereto) in the public debt records kept by the Public Debt Administration of the Ministry of Finance of the Republic of Serbia.

No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject and which has, or is reasonably likely to have, a Material Adverse Effect.

No withholding or other Tax is required to be effected or paid in the Republic of Serbia or under the laws of the Republic of Serbia, either:

To the extent it is required to make any Tax Deduction (as defined in

Clause 15.1

(Definitions)), it is duly authorised and permitted to pay any additional amounts payable to any Finance Party in accordance with

Clause 15.2

(Tax gross-up).

No payment made or to be made by the Borrower under the Finance Documents is US source for US federal income tax purposes.

The Borrower is not a “foreign financial institution” as defined in FATCA and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto.

The Borrower and the Buyer as well as each agency of the Borrower and the Buyer have conducted their activities and businesses in compliance with any applicable Anti-Money Laundering and Anti- Terrorism Financing Regulations or any Anti-Corruption Laws and have instituted and maintains policies and procedures designated to promote and achieve compliance with and to prevent violation of such laws, regulations and rules

Neither the Borrower nor the Buyer or any of its or the Buyer’s agencies or owned or controlled companies, any of its or the Buyer’s respective ministers, directors, officers, officials or representatives (as applicable), or, to the best knowledge of the Borrower (having made due and careful enquiry), any of its or the Buyer’s agents or employees:

No investment and no payments made and/or received by the Borrower or by any other natural or legal person acting on its behalf pursuant to, or in respect of, the Finance Documents or the Borrower’s corporate activity have been funded out of funds of Illicit Origin.

The Loan under this Agreement will not be used to finance the acquisition of equipment or sectors under embargo decisions of the United Nations, the World Bank, the European Union, France or the United States of America.

Neither the Borrower nor any of its agencies, their respective ministers, directors, officers, agents or employees has used any of the proceeds of the Loans (i) for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) to make any direct or indirect unlawful payment to any government official or employee, (iii) for any activities that violate any Sanctions, Anti-Corruption Laws and Anti-Money Laundering and Anti-Terrorism Financing Regulations or (iv) to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

Save as disclosed in the Side Letter (to the extent that the relevant persons designated in the Side Letter are persons referred to in this Paragraph (i) at the time when the representation and warranty in this Paragraph (i) is deemed to be made by the Borrower in accordance with this Agreement), none of the Borrower or the Buyer, any of its or the Buyer’s agencies or owned or controlled companies and their respective ministers, directors, officers, civil servants, officials or representatives (as applicable), or, to the best knowledge of the Borrower, any agent or employee of it or of the Buyer or of any of its or the Buyer’s agencies or controlled companies or, to the extent such person is acting in connection with any Transaction Document or is involved in the Project, professional advisors (i) is a Sanctioned Person or (ii) is engaged in any Sanctionable Activity.

The Borrower, the Buyer and each agency and affiliate (as applicable) of the Borrower and of the Buyer has conducted its businesses in compliance with any applicable Sanctions.

The Borrower and the Buyer and each of the Borrower’s and the Buyer’s agencies and affiliates (as applicable) has and will maintain effective policies, procedures and internal controls to ensure that the Borrower and the Buyer fully complies with any Sanctions, and will not engage in any conduct that will place the Borrower, the Buyer or any other person or entity at the risk of facing penalties or other measures under Sanctions.

Neither the Borrower nor the Buyer or any of its or the Buyer’s agencies or owned or controlled companies, any of its or the Buyer’s respective ministers, directors, officers, officials or representatives (as applicable), or, to the best knowledge of the Borrower (having made such enquiries that the Borrower customarily conducts in such respect), any of its or the Buyer’s agents or employees engages or has engaged in any activity or conduct which could be expected to result in any person (including, without limitation, the Borrower or any Finance Party) being designated as a Sanctioned Person or becoming subject to any Sanctions (other than the individuals and the company disclosed in the Side Letter under the designations referred to in the Side Letter).

To the best knowledge of the Borrower, neither the Borrower nor the Buyer are or may become subject of sanctions-related investigations or juridical proceedings.

The performance by the Borrower of the transactions contemplated by this Agreement does not and will not result in the breach of any Sanctions by the Borrower.

The performance by the Buyer of the transactions contemplated by the Commercial Contract does not and will not result in the breach of any Sanctions by the Buyer.

It is not necessary under the law of the Republic of Serbia:

No Finance Party will be deemed to be resident, domiciled or carry on business in the Republic of Serbia by reason only of the execution, performance or enforcement of any Finance Document.

The Borrower is not in breach of or in default under any document or agreement relating to the Borrower’s External Indebtedness which is binding on it or any of its assets.

Borrowing the Total Commitments will not cause any borrowing limit binding on the Borrower to be exceeded, including any limit imposed by the National Assembly of the Republic of Serbia in the relevant annual budget law of the Republic of Serbia.

Each of the Borrower and the Buyer:

No Environmental and Social Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against the Borrower or the Buyer or in respect of, or in connection with, the Project.

No Environmental and Social Incident has occurred.

The Borrower has produced to the Facility and ECA Agent all relevant reports and information on Environmental and Social Matters.

All the representations and warranties in this

Clause 20

are made by the Borrower on the date of this Agreement.

Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by the Borrower (except for the representations and warranties in

Clause 20.14

(Taxes and deductions)) on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period.

The Borrower shall deliver to the Facility and ECA Agent, in a form acceptable to the Facility and ECA Agent (in sufficient copies for all the Lenders), as soon as the same become available, but in any event within 30 days after their enactment, a copy of the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for each calendar year.

The Borrower shall supply to the Facility and ECA Agent:

The Borrower shall notify the Facility and ECA Agent promptly upon becoming aware of the same, details of:

Unless such disclosure would constitute a breach of any applicable law or regulation, the Borrower shall supply to the Facility and ECA Agent (in sufficient copies for all the Lenders and the ECA, if the Facility and ECA Agent so requests):

The Borrower shall notify the Facility and ECA Agent promptly any change in the names of the Borrower’s or the Buyer’s representatives duly authorized to sign on behalf of the Borrower or the Buyer all documents to be delivered pursuant to the Agreement or the Commercial Contract and the Borrower shall provide the Facility and ECA Agent with an authenticated specimen of signatures of any such new representatives.

The Borrower shall notify the Facility and ECA Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Facility and ECA Agent, the Borrower shall supply to the Facility and ECA Agent a certificate signed by an authorised officer of the Borrower that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

The Borrower shall notify the Facility and ECA Agent of the occurrence of any event which may lead to an obligation of the Borrower to prepay the Loans pursuant to

Clause 8.2

(Sanctions),

Clause 8.4

(Disposal of the equipment purchased under the Commercial Contract) or

Clause 8.5

(French Treasury Loan) promptly upon becoming aware of the same.

If:

The Borrower shall provide Green Loan Reports to the Facility and ECA Agent, as soon as the same become available but, subject to paragraph (b) below, in any event within one hundred twenty (120) days of the end of each of each calendar year.

The first Green Loan Report shall be delivered to the Facility and ECA Agent no later than 12 Months after the date of the first Utilisation under this Agreement.

All Green Loan Reports shall be signed by an authorized signatory of the Employer.

The Green Loan Report shall be produced in the format set out in Schedule 10 (Form of Green Loan Reports).

Green Loan Reports may be verified by an independent entity, although, for the avoidance of doubt, the Parties acknowledge and agree that the Borrower shall be under no obligation to appoint a third party consultant, commission an independent report or incur any additional costs and expenditure in complying with its undertakings in this

Clause 21.6

.

The Borrower shall (and shall procure that the Buyer shall) promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of the Republic of Serbia to:

The Borrower shall procure that the Buyer shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation to be obtained by the Buyer which is required under any law or regulation with respect to the Commercial Contract and in order for the Project to be performed in accordance with the Commercial Contract.

The Borrower shall register, promptly after the first Utilisation under the Facility, 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 Central Bank 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, 30/2018 and 19/2025, as amended from time to time) and its implementing regulations, or any other legislation or regulation that may amend, supplement or replace the foregoing.

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 the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year and its budgets statements and other financial plans for that calendar year and shall ensure that there will at no time be any restriction in this respect on the ability of the Borrower to meet its obligations under the Finance Documents.

The Borrower shall procure that all amounts due and payable or that will fall due and payable to the Seller under the Commercial Contract (to the extent not financed by the Facility or by the French Treasury Loan) during a calendar year are included in the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that year and its budgets statements and other financial plans for that calendar year and shall ensure that there will at no time be any restriction in this respect on the ability of the Buyer to meet its obligations under the Commercial Contract.

The Borrower shall ensure that, at all times, its borrowings and guarantees remain within any applicable limit under the applicable laws of the Republic of Serbia.

for the purpose of avoiding the negative pledge in

Clause 22.8

(Negative Pledge); or

if the transfer would impair its ability to perform its obligations under the Finance Documents,

The Borrower will not, directly or indirectly, use the proceeds of the Loans hereunder, or allow these proceeds to be used or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

Upon reasonable request by the Lenders, the Borrower shall provide prompt cooperation in verifying the accuracy and truthfulness of the representations and warranties under

Clause 20.22

(Sanctions), or any information otherwise provided to the Lender in relation to Sanctions.

The Borrower shall (and shall ensure that the Buyer will), comply with applicable Sanctions in all respects and shall not, and shall ensure that the Buyer shall not, engage in any Sanctionable Activity.

The Borrower shall ensure that it and the Buyer shall not appoint or involve any government minister, civil servant, authorized agent, director, officer, employee (as applicable) or professional adviser which is (x) in breach of any Sanctions or (y) a Sanctioned Person, in each case in connection with the Transaction Documents.

The Borrower shall procure that (i) no Person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Borrower to any Finance Party in connection with the Facility, and (ii) it shall not use any funds, revenue or benefit derived directly or indirectly from any activity or dealing with a Sanctioned Person, with the Russian Federation or the Republic of Belarus or in any other manner that would result in a violation of Sanctions by any Person for the purpose of discharging amounts owing to any Finance Party in respect of the Facility or provided from a Sanctioned Country, the Russian Federation or the Republic of Belarus or otherwise prohibited by any Sanction.

The Borrower shall (and shall ensure that the Buyer will), implement and maintain appropriate safeguards designed to prevent any action that would be contrary to paragraphs (a) and (e) above.

The Borrower shall, promptly upon becoming aware of the same, supply to the Facility and ECA Agent details of any claim, action, suit, proceedings or investigation with respect to Sanctions against it, the Buyer, any of its or the Buyer’s agencies or owned or controlled companies, their respective ministers, civil servants, directors, officers or officials.

Neither the Borrower, the Buyer, its or the Buyer’s agencies or owned or controlled companies, its or their respective ministers, directors, officers, officials or representatives (as applicable) or any of its or their agents or employees, directors, officers, officials or representatives or any other natural or legal person acting on its behalf or on the behalf of the Buyer shall (and the Borrower shall ensure that no agency of the Borrower or the Buyer will) make or receive, or direct or authorise any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, or directly or indirectly engage in any activity or conduct where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti- Corruption Laws in any applicable jurisdiction.

Neither the Borrower nor any other natural or legal person acting on its behalf shall (and the Borrower shall ensure that no agency of the Borrower will), directly or indirectly, use the proceeds of any Loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in any manner for any purpose or facilitating any activity that would result in a violation of any Anti-Money Laundering and Anti-Terrorism Financing Regulations or any Anti-Corruption Laws in any applicable jurisdiction.

The Borrower shall (and shall ensure that the Buyer will) implement and maintain appropriate policies and procedures designed to promote and achieve compliance with all applicable Anti-Money Laundering and Anti-Terrorism Financing Regulations and Anti-Corruption Laws and take all reasonable and prudent steps to ensure that each of its agents, ministers, employees and officers or any other person acting on its behalf comply with such laws including, without limitation, taking, maintaining and documenting appropriate internal corrective and preventative measures, adequate anti-bribery management control systems and audit controls.

The Borrower shall :

The Borrower agrees that it shall not, at any time while any part of any Loan is outstanding, without the consent of the Lenders enter into an agreement which contains ranking provisions, negative pledge provisions or cross default provisions, more favourable to the lenders or finance parties under such facilities than the relevant provisions contained in this Agreement.

The Borrower undertakes that if, subject to the consent of the Lenders pursuant to paragraph (a) above, it enters into any agreement containing ranking provisions, negative pledge provisions or cross default provisions which are more favourable to the lenders or finance parties thereunder than the relevant provisions contained in this Agreement, the Borrower shall, as soon as practicable after request from the Facility and ECA Agent, enter into an amendment agreement to this Agreement so that such more favourable ranking provisions, negative pledge provisions or cross default provisions are granted to the Lenders and the other Finance Parties pursuant to this Agreement.

if and to the extent that, at the relevant time for such payment, the Facility and the French Treasury Loan are available to make a utilisation thereunder, any payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be made by utilisation under the Facility and under the French Treasury Loan up to the amount available at such time for utilisation under the Facility and under the French Treasury Loan;

if, at the relevant time for such payment, the Facility and the French Treasury Loan are not available in sufficient amounts to pay the full amount which is due and payable under the Commercial Contract (other than any part of the Advance Payment), any payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be made by utilisation under the Facility and under the French Treasury Loan up to the amount available at such time for utilisation under the Facility and under the French Treasury Loan and the portion of the amounts which cannot be paid by utilisation under the Facility and under the French Treasury Loan, shall be paid by the Buyer at their due date (or within any applicable grace period) in accordance with the terms of the Commercial Contract through the own financial resources of the Republic of Serbia; and

if, at the relevant time for such payment, the Facility and the French Treasury Loan are, for any reason whatsoever, not or are no longer available to make a utilisation thereunder, all relevant payments which are due and payable by the Buyer to the Seller under the Commercial Contract (other than any part of the Advance Payment) shall be paid by the Buyer at their due date (or within any applicable grace period) in accordance with the terms of the Commercial Contract through the own financial resources of the Republic of Serbia.

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

The Borrower shall promptly upon becoming aware of the same and in any case no later than five (5) Business Days from its occurrence, inform the Facility and ECA Agent in writing of:

In case of the occurrence of an Environmental and Social Incident:

Business Days after the date on which the additional requested information is provided to the Facility and ECA Agent or the ECA (as applicable).

In all circumstances, the Borrower shall bear sole responsibility in relation to each Corrective Action Plan and any requirement under this Agreement to prepare a Corrective Action Plan shall not prevent the Borrower or the Buyer from carrying out emergency action in relation to any event giving rise to the requirement to prepare such Corrective Action Plan.

The Borrower acknowledges that the Independent Environmental and Social Consultant shall:

Without the prior written consent of the Facility and ECA Agent, acting reasonably, the Borrower shall not make or agree to:

The Borrower acknowledges and agrees that all costs, fees and expenses due to the Independent Environmental and Social Consultant for the performance of, or in connection with, its tasks set out in this Agreement shall be borne by the Borrower.

The Parties acknowledge and agree that any Loan under the Facility is a “Green Loan” aligned with the Green Loan Principles (and designate each such Loan as a “Green Loan”).

A Facility classified as a Green Loan may be described as a "Green Loan that is aligned with the Green Loan Principles" (or similar) in any announcements and publicity issued by the Borrower or any Finance Party provided the Facility has not been declassified by the Facility and ECA Agent pursuant to this

Clause 22.19

. Any announcements and publicity issued by the Borrower or any other Finance Party that includes any additional detail about the green credentials of the Facility shall be subject to the prior written approval of the Facility and ECA Agent.

If a Declassification Event occurs, the Facility and ECA Agent may, and shall if so directed by the Majority Lenders, give notice to the Borrower and the Lenders that each Loan shall be declassified as a "green loan".

With effect from the Declassification Date, no Loan will be deemed to align with the Green Loan Principles and no Loan will be classified or labelled as a “Green Loan”.

From the date on which any Loan is declassified, the Borrower shall, as soon as reasonably practicable and in any event within twenty (20) Business Days of notice from the Facility and ECA Agent immediately cease making any representations in all new internal and external communications, marketing or publications that the Facility is a "Green Loan" or "compliant with the Green Loan Principles" (or equivalent) or any information in relation to the "Green Loan" aspects of the Facility.

If the Facility is declassified as a "Green Loan" in accordance with paragraph (c) above and, following the declassification, the Borrower further advertises, reports, publishes, represents in any materials or otherwise states (including, without limitation, on any website, in any press release or public announcement or otherwise) that the Facility constitutes a "Green Loan":

From the Declassification Date, the Green Loan Provisions shall cease to apply.

No Default or Event of Default shall occur solely as a result of a Declassification Event.

its failure to pay is caused by:

payment is made within three Business Days of its due date.

The Borrower does not comply with any provision of the Finance Documents other than those referred to in

Clause 23.1

(Non- payment), in

Clause 21.6

(Green Loan Reporting) or in

Clause 22.10

(Sanctions).

No Event of Default under paragraph (a) will occur if, other than in the case of a failure to comply with

Clause 22.11

(Anti-bribery, anti- corruption, anti-money laundering and anti-terrorism), the failure to comply is capable of remedy and is remedied within 10 calendar days of the earlier of (i) the Facility and ECA Agent giving notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.

It is or becomes unlawful (i) for the Borrower to perform any of its obligations under the Finance Documents or (ii) for the Buyer to perform any of its obligations under the Commercial Contract.

Any obligation or obligations of the Borrower, or as the case may be, the Buyer, under any Transaction Document, are not or cease to be legal, valid, binding or enforceable.

Any Finance Documents ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be ineffective.

to enable the Borrower lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Finance Documents to which it is a party;

to ensure that the obligations expressed to be assumed by the Borrower in the Finance Documents are legal, valid, binding and enforceable; or

to make the Finance Documents or the Commercial Contract admissible in evidence in the Republic of Serbia,

in relation to the Finance Documents or the transactions contemplated in the Finance Documents; or

otherwise against the Borrower or the Buyer or any of the Borrower’s or the Buyer’s agencies or assets (or against the ministers of the Borrower or of the Financier or directors or representatives of the Employer or any of their agencies), which (in each case) is reasonably likely to have or has a Material Adverse Effect.

A moratorium is called or declared in respect of the payment of interest or repayment of principal on the Facility.

A moratorium is called, declared or agreed in respect of the payment of interest or repayment of principal on any or all of the Borrower’s External indebtedness.

The Borrower, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to the general readjustment or rescheduling of any or the Borrower’s External indebtedness.

Any of the Borrower’s External Indebtedness is not paid when due nor within any originally applicable grace period.

Any of the Borrower’s External Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Borrower’s External Indebtedness is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

Any creditor of the Borrower becomes entitled to declare any of the Borrower’s External Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

The Commercial Contract is, in whole or in part, early terminated, cancelled, null or rescinded or is, in whole or in part, interrupted or suspended or otherwise is not in full force and effect at any time.

The Commercial Contract is under any administrative, judicial or arbitration proceeding (other than any which has been discharged, stayed or dismissed within sixty (60) days of commencement) which impairs or may potentially impair the performance of this Agreement in any way, including, inter alia in respect of the payment terms of the Commercial Contract.

Any event or circumstance occurs that (a) gives rise to a right to terminate early, suspend performance under, repudiate or cancel (in each case, in whole or in part) the Commercial Contract or (b) constitutes a force majeure event (howsoever described) in relation to or under the Commercial Contract, unless such event or circumstance is capable of remedy within 60 calendar days and is remedied within 60 calendar days of the occurrence of such event or circumstance.

The Buyer has assigned or transferred any of its rights or obligations under the Commercial Contract.

The Buyer has not observed or performed any of its material obligations or otherwise has not complied with any material provisions of the Commercial Contract unless such failure to observe or perform such material obligations or to comply with such material provisions is capable of remedy within 60 calendar days and is remedied within 60 calendar days of such failure.

The Buyer has not made any payment required to be made by it under the Commercial Contract at the times (or within any applicable grace period) and in the manner required thereunder.

Any material provision of the Commercial Contract has been varied, amended or waived without the consent of the Majority Lenders and the ECA subject to the performance of this Agreement being impaired in any way by such variation, amendment or waiver, including inter alia any variation, amendment or waiver of any provision of the Commercial Contract relating to the issuance of an Engineer’s Payment Certificate.

Any Authorisation which is required at a relevant time under any applicable laws or regulations in order for the Project to be performed in accordance with the Commercial Contract is (or has), at such relevant time, (a) not been obtained (b) terminated, cancelled, suspended or revoked (whether wholly or in part), (c) modified or varied in a way that is adverse in any material respect to the interests of the Seller or the Buyer or (d) expired and is not renewed.

Any foreign exchange law or regulation is amended, enacted or introduced or is reasonably likely to be amended, enacted or introduced in the Republic of Serbia which:

Any decision or any event occurs in the Republic of Serbia or in any other country through which payments are made, which impedes or which could impede payment by the Borrower of the sums due under the Finance documents.

prohibits, prevents or restrain (in whole or in part) the transactions contemplated under the Finance Documents or the performance by the Borrower of its obligations under the Finance Documents; or

imposes any reserve requirement on the flow of funds to or from the Finance Parties; or

declares payments in local currency of the Republic of Serbia to be valid discharge of the Borrower’s payment obligations hereunder.

cancel the Total Commitments at which time they shall immediately be cancelled;

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Facility and ECA Agent on the instructions of the Majority Lenders; or

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

Any transfer is subject to the Facility and ECA Agent confirming that the approval of the ECA to the intended transfer has been obtained or is not required.

The consent of the Finance Parties and of the Borrower is hereby given to a transfer by an Existing Lender to a New Lender of any of its rights or of any of its rights and obligations under any Finance Document.

The Parties agree that if the conditions of transfer set forth in

Clause 24

are satisfied, the execution by the Facility and ECA Agent of any Transfer Agreement will bind all the Parties.

A transfer will only be effective on:

A transfer will only be effective if the procedure set out in

Clause 24.5

(Procedure for transfer) is complied with.

If:

Each New Lender, by executing the relevant Transfer Agreement, confirms, for the avoidance of doubt, that the Facility and ECA Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

Unless expressly agreed to the contrary, each New Lender confirms to the Existing Lender and the other Finance Parties that it:

Nothing in any Finance Document obliges an Existing Lender to:

Subject to the conditions set out in

Clause 24.2

(Conditions of transfer) a transfer of rights and/or obligations is effected in accordance with paragraph (c) below when the Facility and ECA Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Facility and ECA Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement.

The Facility and ECA Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

As from the Transfer Date:

The Facility and ECA Agent is irrevocably authorised by each Lender and the Borrower to execute a Transfer Agreement for and on their behalf.

The Borrower undertakes to sign any document, provide any Authorisation and make all necessary formalities, which would be required by the Existing Lender, the New Lender or the Facility and ECA Agent or required as a matter of Serbian law or Serbian foreign exchange regulations in order to ensure the enforceability, recognition and priority of the transfer of the rights and/or obligations referred to in the Transfer Agreement and its effectiveness in the Republic of Serbia (including any reporting, registration and filing as well as having, at its own costs, any relevant document translated in its required form into Serbian language to the extent required for any such purposes).

The Facility and ECA Agent shall, as soon as reasonably practicable after it has executed a Transfer Agreement, send to the Borrower a copy of that Transfer Agreement.

The Borrower shall, as soon as reasonably practicable after it has received a copy of the Transfer Agreement pursuant to Paragraph (a) above, but in any event within the time period prescribed by Serbian law (as applicable):

In addition to the other rights provided to Lenders under this

Clause 24

, each Lender may without consulting with or obtaining consent from the Borrower or any Finance Party but subject to the terms of the ECA Insurance Policy, at any time, directly or indirectly, transfer, charge, assign, pledge or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document including to secure obligations of that Lender including, without limitation:

The provisions of

Clauses 24.1

(Transfers by the Lenders), 24.2 (Conditions of transfer), 24.3 (Transfer fee), 24.5 (Procedure for transfer) and 24.6 (Copy of Transfer Agreement to the Borrower and registration with the Central Bank) shall not apply to any charge, assignment or Security made, created or enforced pursuant to this

Clause 24.7

.

The limitations and provisions referred to in paragraph (b) above shall further not apply to any transfer of rights under the Finance Documents or of the securities issued by the securitisation special purpose entity, made by a Lender, a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank) to a third party in connection with the enforcement of Security created pursuant to paragraph (a) above.

Upon the enforcement of any transfer, charge, pledge or Security created pursuant to paragraph (a) above, in each case subject to a notification to the Facility and ECA Agent and as from the date on which the Facility and ECA Agent is notified by, the beneficiary of such enforcement of transfer, charge, assignment, pledge or Security (the Beneficiary) shall, upon completion of the relevant conditions referenced in paragraph (d)(ii) of

Clause 24.2

(Conditions of transfer), be deemed to become a Party as Lender in respect of the Lender’s rights only which are subject to any such enforcement. The Facility and ECA Agent, the Beneficiary and the Lenders shall acquire the same rights and assume the same obligations under

Clause 27

(Sharing among the Finance Parties) between themselves as they would have acquired and assumed had the Beneficiary been an Original Lender.

The Borrower undertakes to comply with all necessary formalities, if any, and take all steps necessary (including having, at its own costs, any relevant document translated in its required form into Serbian language to the extent required for any such purposes) in order to ensure the enforceability, recognition and priority of the transfer, charge, assignment, pledge or Security granted over any Lender’s rights under or pursuant to this Clause 24.7 and (as applicable) the enforcement thereof, in particular, including any formality required under Serbian law or Serbian foreign exchange regulations as well as notifying the Central Bank, as applicable, on the change of Lender (including in case of a transfer of rights or a transfer of rights and obligations from any Lender to any entity which is a Lender prior to such transfer) and, to the extent required under the laws and regulations of Serbia, on the change of the payee as a result of any charge, assignment or Security made, created or enforced pursuant to this Clause 24.7 and shall, as soon as practicable, provide the Facility and ECA Agent with evidence (including, without limitation and if applicable, the completed KZ form duly and validly issued by the Central Bank) that each of the actions and requirements referred to in this Paragraph (e) has been duly performed and complied with.

No Finance Party (other than the Lender against whom the relevant transfer, charge, assignment, pledge or Security is being enforced) shall incur any further liability or obligation pursuant to any enforcement notice referred to in paragraph (d) above.

Each of the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, the Green Loan Coordinator and the Lenders appoints the Facility and ECA Agent to act as its agent under and in connection with the Finance Documents and each of the Lenders appoint the Facility and ECA Agent to act as its agent under and in connection with the ECA Insurance Policy.

Each of the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, the Green Loan Coordinator and the Lenders authorise the Facility and ECA Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility and ECA Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

Each Finance Party (other than the Facility and ECA Agent) irrevocably authorises the Facility and ECA Agent to:

Each Lender irrevocably appoints the Facility and ECA Agent to be its attorney for the purposes of taking any action under such ECA Insurance Policy in accordance with the terms thereof.

Nothing in this Agreement constitutes the Facility and ECA Agent or any Mandated Lead Arranger, the Global Coordinating and Documentation Bank, the Environmental and Social Agent or the Green Loan Coordinator as a trustee or fiduciary of any other person.

The Facility and ECA Agent, the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent and the Green Loan Coordinator shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

The Facility and ECA Agent's duties under the Finance Documents are solely mechanical and administrative in nature. Except where a Finance Document or the ECA Insurance Policy specifically provides otherwise, the Facility and ECA Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

The Facility and ECA Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility and ECA Agent to the extent that such document is delivered for that Party by any other Party or the ECA.

If the Facility and ECA 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 Facility and ECA Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party under this Agreement it shall promptly notify the other Finance Parties.

The Facility and ECA Agent may rely on:

The Facility and ECA Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

The Facility and ECA Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

Without prejudice to the generality of paragraph (g) above or paragraph (i) below, the Facility and ECA Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility and ECA Agent (and so separate from any lawyers instructed by the Lenders) if the Facility and ECA Agent in its reasonable opinion deems this to be necessary.

The Facility and ECA Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility and ECA Agent or by any other Party) 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 Facility and ECA 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 or the ECA Insurance Policy.

Unless a Finance Document expressly provides otherwise, the Facility and ECA Agent may disclose to any other Party any information it reasonably believes it has received as Facility and ECA Agent under this Agreement.

The Facility and ECA Agent may disclose to the Lenders the result of any vote of the Lenders under or in connection with this Agreement or the other Finance Documents.

Notwithstanding any other provision of any Finance Document or the ECA Insurance Policy to the contrary, neither the Facility and ECA Agent nor any Mandated Lead Arranger nor the Global Coordinating and Documentation Bank, the Environmental and Social Agent nor the Green Loan Coordinator 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 or the ECA Insurance Policy to the contrary, the Facility and ECA 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.

The Facility and ECA Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents and the ECA Insurance Policy to which it is expressed to be a party (and no others shall be implied).

The Facility and ECA Agent shall not be bound to enquire:

The Green Loan Coordinator is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Each of the Lenders authorises the Facility and ECA Agent to follow any instructions of ECA and/or the French Authorities in accordance with the terms and conditions of the ECA Insurance Policy and acknowledges that any Lender's failure to conform to such instructions or to the terms and conditions of the ECA Insurance Policy may result in lapse of coverage thereunder.

Each of the Lenders agrees that neither the Facility and ECA Agent nor any of its officers, directors, agents or employees shall be liable for any action taken or omitted by it or them, under instructions from the ECA and/or the French Authorities which it is or they are obliged to follow under the ECA Insurance Policy or in connection therewith.

Each of the Lenders agrees that, to the extent permitted by the ECA, any communication between any Lenders and the ECA in connection with the ECA Insurance Policy or any Finance Document shall be conducted by and through the Facility and ECA Agent.

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with the terms of the ECA Insurance Policy and, in particular:

Subject to

Clause 14.1

(ECA override) and to the provisions of Clauses 25.5(a) to 25.5(d) above which shall prevail:

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (x) above

the Facility and ECA 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 Facility and ECA 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 Facility and ECA Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties;

the Facility and ECA Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions;

in the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility and ECA Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders;

subject to the provisions of paragraph (vii) and (viii) below, any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in case of a Finance Document to which the Borrower is a party, the Borrower and any such amendment or waiver will be binding on all Parties. Each Finance Party agrees that the Facility and ECA Agent may effect and sign, on behalf of any Finance Party, any amendment or waiver permitted by this

Clause 25.5

;

subject to

Clause 33.3

(Replacement of Screen Rate), an amendment or waiver of any term of the Finance Documents that has the effect of changing or which relates to:

an amendment or waiver which relates to the rights or obligations of the Facility and ECA Agent, a Mandated Lead Arranger, the Global Coordinating and Documentation Bank, the Environmental and Social Agent or the Green Loan Coordinator (each in their capacity as such) may not be effected without the consent of, respectively, the Facility and ECA Agent, that Mandated Lead Arranger, the Global Coordinating and Documentation Bank, the Environmental and Social Agent or the Green Loan Coordinator, as the case may be.

are responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Borrower or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;

are responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the ECA Insurance Policy or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the ECA Insurance Policy; or

Without prejudice to the generality of paragraph (a) and (b) above, none of the Facility and ECA Agent, the Mandated Lead Arrangers, the Global Coordinating and Documentation Bank, the Environmental and Social Agent, nor the Green Loan Coordinator is responsible or liable for the adequacy, accuracy or completeness of any Green Loan Information (whether oral or written) supplied by the Borrower, the Independent Environmental and Social Consultant or any other person in or in connection with any Green Loan Report and/or any Green Loan Provisions contemplated in this Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the Facility.

The Facility and ECA Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document or the ECA Insurance Policy, unless directly caused by its gross negligence or wilful misconduct.

The Facility and ECA 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 Facility and ECA Agent if the Facility and ECA 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 Facility and ECA Agent for that purpose.

Nothing in this Agreement shall oblige the Facility and ECA Agent to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender and each Lender confirms to the Facility and ECA Agent 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 Facility and ECA Agent, the Global Coordinating and Documentation Bank, the Mandated Lead Arrangers, the Environmental and Social Agent or the Green Loan Coordinator.

The Facility and ECA Agent shall not be responsible for any delay in making available any Utilisation resulting from a request for the delivery of information or documents required by the Facility and ECA Agent arising as a result of any error, omission or discrepancy in the documents and other evidence provided pursuant to

Clause 4.1

(Conditions precedent to be fulfilled prior to or on the Signing Date),

Clause 4.2

(Conditions precedent to be fulfilled with respect to the first Utilisation) or

Clause 4.3

(Further conditions precedent (including the first Utilisation)).

No Party (other than the Facility and ECA Agent) may take any proceedings against any officer, employee or agent of the Facility and ECA Agent in respect of any claim it might have against the Facility and ECA Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or the ECA Insurance Policy and any officer, employee or agent of the Facility and ECA Agent may rely on this Clause.

Neither the Facility and ECA Agent nor the Green Loan Coordinator is acting in an advisory capacity to any person in respect of the Green Loan Principles. Nothing in this Agreement shall oblige the Facility and ECA Agent or the Green Loan Coordinator to verify or monitor on behalf of any Lender whether any Loan will comply with the Green Loan Principles. Each Finance Party is solely responsible for making its own independent appraisal of, and analysis in relation to, the Project and each Green Loan Provision.

The Green Loan Coordinator 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.

No Party (other than the Green Loan Coordinator) may take any proceedings against any officer, employee or agent of the Green Loan Coordinator in respect of any claim it might have against the Green Loan Coordinator or in respect of any act or omission of any kind by that officer, employee or agent in relation to the Facility.

Subject to the ECA Insurance Policy, the Facility and ECA Agent may resign by giving 30 days’ notice to the ECA, the Finance Parties and the Borrower provided that no such resignation shall be effective until a successor for the Facility and ECA Agent is appointed in accordance with this Clause. The Majority Lenders (after consultation with the Borrower) may appoint a successor Facility and ECA Agent with the approval of the ECA.

If the Majority Lenders have not appointed a successor Facility and ECA Agent in accordance with paragraph (a) within 20 days after notice of resignation was given, the retiring Facility and ECA Agent (after consultation with the Borrower) may appoint a successor Facility and ECA Agent with the approval of the ECA.

The retiring Facility and ECA Agent shall, at its own cost, make available to the successor Facility and ECA Agent such documents and records and provide such assistance as the successor Facility and ECA Agent may reasonably request for the purposes of performing its functions as Facility and ECA Agent under the Finance Documents.

The Facility and ECA Agent's resignation notice shall only take effect upon the appointment of a successor subject to the Facility and ECA Agent being a party in that capacity to the ECA Insurance Policy.

Upon the appointment of a successor, the retiring Facility and ECA Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of

Clause 17.3

(Indemnity to the Facility and ECA Agent) and this

Clause 25

. 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.

The Facility and ECA Agent shall resign in accordance with paragraph

above if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Facility and ECA Agent under the Finance Documents, either:

the Facility and ECA Agent fails to respond to a request under

Clause 15.7

(FATCA information) and a Lender reasonably believes that the Facility and ECA Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

the information supplied by the Facility and ECA Agent pursuant to

Clause 15.7

(FATCA information) indicates that the Facility and ECA Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

the Facility and ECA Agent notifies the Borrower and the Lenders that the Facility and ECA Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

After consultation with the Borrower, the Majority Lenders may (with the prior consent of the ECA), by giving 30 days' notice to the Facility and ECA Agent, replace the Facility and ECA Agent by appointing a successor Facility and ECA Agent.

The retiring Facility and ECA Agent shall (at the expense of the Lenders) make available to the successor Facility and ECA Agent such documents and records and provide such assistance as the successor Facility and ECA Agent may reasonably request for the purposes of performing its functions as Facility and ECA Agent under the Finance Documents and the ECA Insurance Policy.

The appointment of the successor Facility and ECA Agent shall take effect on the later of :

As from the date on which the appointment of the successor Facility and ECA Agent takes effect, the retiring Facility and ECA 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 17.3

(Indemnity to the Facility and ECA Agent) and this

Clause 25

(and any agency fees for the account of the retiring Facility and ECA Agent shall cease to accrue from (and shall be payable on) that date).

Any successor Facility and ECA 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.

In acting as agent for the Finance Parties, the Facility and ECA 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 Facility and ECA Agent, it may be treated as confidential to that division or department and the Facility and ECA Agent shall not be deemed to have notice of it.

entitled to or liable for any payment due under any Finance Document or the ECA Insurance Policy on that day; and

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document or the ECA Insurance Policy made or delivered on that day,