Prilog
SCHEDULE 8. FORM OF TRANSFER AGREEMENT
This Transfer Agreement is made on [●] (the Transfer Agreement)
BETWEEN:
1. [●] (the “Existing Lender”); and
2. [●] (the “New Lender”)
WHEREAS:
(A) The Existing Lender has entered into a facility agreement dated [●] 2026, between, inter alios, the Republic of Serbia, represented by the Government of the Republic of Serbia acting by and through the Ministry of Finance, acting as Borrower and BNP Paribas, Crédit Agricole Corporate and Investment Bank and Société Générale acting as Mandated Lead Arrangers, Crédit Agricole Corporate and Investment Bank acting as Global Coordinating and Documentation Bank, Crédit Agricole Corporate and Investment Bank acting as Facility and ECA Agent, Société Générale acting a Environmental and Social Agent and as Green Loan Coordinator and the Original Lenders listed in Part I of Schedule 1 (the Original Lenders) thereto (the Facility
Agreement).
(B) The Existing Lender wishes to transfer and the New Lender wishes to acquire [all] [the part specified in the Schedule to this Transfer Agreement] of the Existing Lender’s participation in the Total Commitments and rights [and obligations] referred to in the Schedule to this Transfer Agreement.
(C) Terms defined in the Facility Agreement have the same meaning when used in this Transfer Agreement.
IT IS AGREED AS FOLLOWS:
1. [The Existing Lender and the New Lender agree to the transfer (cession) of]/[The Existing Lender confirms that, by a separate agreement, it will transfer (céder) on the Transfer Date to the New Lender]11 [all]/[the part specified in the Schedule to this Transfer Agreement] of the Existing Lender's
11 Use this option if the transfer is made by way of a separate agreement (e.g. pursuant to articles L. 214-169 or L. 313-23 et seq. of the French Code monétaire et financier or pursuant to articles 2011 et seq. of the French Code civil). participation in the Total Commitments, rights [and obligations] referred to in the Schedule to this Transfer Agreement in accordance with Clause 24.5 (Procedure for transfer) of the Facility Agreement.
2. The proposed Transfer Date is [●].
3. The Facility Office and address, e-mail address and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) of the Facility Agreement are set out in the Schedule to this Transfer Agreement.
4. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.4 (Limitation of responsibility of Existing Lenders).
5. The New Lender confirms to the other Finance Parties represented by the Facility and ECA Agent that it has become entitled to the same rights and that it will assume the same obligations to those Parties as it would have been under if it was an Original Lender.
6. This Transfer Agreement acts as notice to the Facility and ECA Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 24.6 (Copy of Transfer Agreement to Borrower and registration with the Central Bank), to the Borrower, of the transfer referred to in this Transfer Agreement.
The Facility and ECA Agent will ensure that a copy of this Transfer Agreement
| registered letter with acknowledgment of | |
| receipt and, to the extent required under Serbian law applicable at the time, | |
| countersigned by the Borrower |
is delivered to the Borrower by
.
7. This Transfer Agreement is governed by French law.
8. This Transfer Agreement has been entered into on the date stated at the beginning of this Transfer Agreement.
THE SCHEDULE
Participation in the Total Commitments/rights [and obligations] to be
transferred
[insert relevant details]12
[Facility office address, e-mail address and attention details for notices and account details for payments]
[Existing Lender] [New Lender]
By: By:
This Transfer Agreement is accepted by the Facility and ECA Agent and the Transfer Date is confirmed as [●].
[Facility and ECA Agent]
By:
12 [For purpose of Central Bank reporting, the transfer document needs to specify exact transfer amounts (including split principal/interest and currency of such amount). It should also include relevant details of transferor and transferee (full name, seat, ID no). To the extent any New Lender is first time lending into the Republic of Serbia, such lender should provide its commercial registry extracts (or similar / corresponding documents).]