In this Agreement:

Affiliate means:

Agency Fee Letter means the letter dated on or about the date of this Agreement between the ECA Agent and the Borrower setting out the fees referred to in

Clause 13.3

(Agency fee).

Agreement means this agreement.

Anti-Corruption Laws means any applicable anti-bribery or anti-corruption laws, regulations or rules in any applicable jurisdiction, including any Serbian legal provisions relating to anti-bribery or anti-corruption, including those contained in Corruption Prevention Act (Official Gazette of the Republic of Serbia nos. 35/2019, 88/2019, 11/2021 – authentic interpretation, 94/2021 and 14/2022, as amended from time to time) (in Serbian: "Zakon o sprečavanju korupcije") and any French legal provisions relating to anti- bribery or anti-corruption, including 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, the United States Foreign Corrupt Practices Act of 1977, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997, any relevant implementing laws and regulations and any laws or regulations relating to bribery, corruption or any similar practices in any jurisdiction.

Anti-Money Laundering and Anti-Terrorism Financing Regulations means any applicable legal provisions relating to the fight against money- laundering and terrorism financing in any applicable jurisdiction, including any Serbian legal provisions relating to the fight against money-laundering and terrorism financing, including those contained in Anti-Money Laundering and Anti-Terrorism Financing Act (Official Gazette of the Republic of Serbia nos. 113/2017, 91/2019, 153/2020, 92/2023 and 94/2024, as amended from time to time) (in Serbian: "Zakon o sprečavanju pranja novca i finansiranja terorizma"), any French legal provisions relating to the fight against money- laundering and terrorism financing referenced in Book III, Title II and Book IV, Title II of the French Code penal and in Book V, Title VI of the French Code monétaire et financier, and any similar laws, regulations or rules in any jurisdiction.

Arrangement Fee Letter means the letter dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Borrower setting out the fees referred to in

Clause 13.2

(Arrangement fee).

Authorisation means an authorisation, consent, approval, resolution, license, exemption, filing, notarisation or registration.

Availability Period means the period from the Signing Date until the date falling 57 months after the Signing Date.

Available Commitment means the Total Commitments (as may be cancelled or reduced under this Agreement) minus the amount of all Utilisations made available under the Facility.

Balance Payments shall mean any amount due by the Buyer to the Seller under the Commercial Contract pursuant to clause 7.1.3 (Balance Payments) of the Commercial Contract in an amount equal to 20% of the price of the relevant contractual item under the Commercial Contract, other than any Advance Payment, the First Progress Payment and the Second Progress Payment.

Beneficiary shall have the meaning given to it in

Clause 24.7

(Security over Lenders’ rights).

Borrower shall have the meaning given to it in the preamble hereto.

Borrower’s External Indebtedness means any indebtedness of the Republic of Serbia or of any entity owned or controlled by the Republic of Serbia and holding Serbian Republic’s public assets (including international monetary reserves) which (i) is or may become payable in any currency other than the lawful currency for the time being of the Republic of Serbia or (ii) is or may become payable to a person which is resident outside the Republic of Serbia or has its registered office or principle place of business outside the Republic of Serbia.

Borrower’s Utilisation Confirmation Certificate means a certificate delivered by the Borrower to the ECA Agent substantially in the form set out in Schedule 5 (Form of Borrower’s Utilisation Confirmation Certificate).

Break Costs means the amount (if any) by which:

exceeds:

Business Day means for the purposes of:

Buyer shall have the meaning given to it in the preamble hereto.

CAFFIL means Caisse Française de Financement Local (a French société anonyme having its registered office located 112-114 avenue Emile Zola, 75015 Paris, registered with the commercial and companies registry of Paris under number 421 318 064 RCS Paris).

Central Bank means the National Bank of Serbia (Narodna banka Srbije).

Commercial Contract shall have the meaning given to it in the preamble hereto.

Confidential Information means all written information relating to the Borrower, the Finance Documents, the Commercial Contract, the Project or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or

(B) is identified in writing at the time of delivery as non-confidential by the Borrower or the Seller or any of their advisers; or

(C) is developed at any time by that Finance Party or the ECA without use, directly or indirectly, of Confidential Information; or

(D) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (A) or (B) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party or the ECA is aware, unconnected with the Borrower and which, in either case, as far as that Finance Party or the ECA is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in the form as set out in Schedule 10 (Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the relevant Finance Party.

Consolidated Utilisation Period Amount means, in respect of each Tranche, the aggregate amount of all Utilisations made available under such Tranche of the Facility.

Coordination Fee Letter means the letter dated December 6, 2024 between the Global Coordinator, Structuring and Documentation Bank and the Borrower setting out the fees referred to in

Clause 13.4

(Coordination fee).

Default means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Disruption Event means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

ECA means BPIFRANCE ASSURANCE EXPORT, a French société par actions simplifiée having its registered office at 27-31 avenue du Général Leclerc, 94710 Maisons Alfort Cedex, France and which is registered with the commercial and companies registry of Créteil under number 815 276 308 RCS Créteil, acting in the name, for the account and under the control of the French State and any of its successors or assignees designated by the French Authorities to issue and manage insurance policies for foreign trade in the name, for the account and under the control of the French State pursuant to article L.432-1 et seq. of the French Code des Assurances.

ECA Agent shall have the meaning given to it in the preamble hereto.

ECA Insurance Policy means the export credit insurance policy issued by the ECA in favour of the Lenders, in terms satisfactory to the Original Lenders, covering 95 per cent. of the commercial and political risk in respect of the Facility, executed by the ECA and the Original Lenders and delivered pursuant to Schedule 2 (Conditions Precedent). ECA Insurance Premium means the premium payable to the ECA pursuant to the ECA Insurance Policy.

ECA Mandatory Prepayment Event means each of the following events or circumstances:

Euro or EUR means the lawful currency of the European Union.

EURIBOR means, in relation to any Loan:

as of, in the case of paragraphs (a) and (b) above, 11:00 a.m. (Paris time) on the Quotation Day for Euro and for a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

Event of Default means any event or circumstance specified as such in Clause 23 (Events of Default).

Excluded Assets has the meaning given to such term in Clause 37 (Jurisdiction – Arbitration).

Facility means the term loan facility made available under this Agreement as described in

Clause 2.1

(The Facility).

Facility Office means:

FATCA means:

FATCA Application Date means:

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Final Maturity Date means, in respect of the repayment of each Consolidated Utilisation Period Amount relating to a Tranche, the date falling seven (7) years after the applicable Starting Point of Repayment relating to such Tranche.

Finance Document means:

and any other document designated as a "Finance Document" by the ECA Agent and the Borrower.

Finance Party means a Mandated Lead Arranger, the ECA Agent, the Global Coordinator, Structuring and Documentation Bank or a Lender.

First Repayment Date means:

First Utilisation Date means the date on which the first Loan under the Facility is made available by the Lenders to the Borrower.

French Authorities means:

Funding Rate means any individual rate notified by a Lender to the ECA Agent pursuant to paragraph (a)(ii) of

Clause 12.1

(Market Disruption).

Global Coordinator, Structuring and Documentation Bank shall have the meaning given to it in the preamble hereto.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Illicit Origin means any origin which is illicit or fraudulent, including, without limitation, drug trafficking, corruption, organised criminal activities, terrorism, money laundering or fraud.

IMF means the International Monetary Fund.

Interest Payment Date means:

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with

Clause 10.3

(Default interest).

International Monetary Assets means all:

For the purpose of this definition the terms "Special Drawing Rights",

"Reserve Positions in the Fund" and "Foreign Exchange" have, as to the types of assets included, the meanings given to them in the IMF’s publication entitled “International Financial Statistics” or such other meanings as shall be formally adopted by the IMF from time to time. In respect of the Borrower, and in addition to, and without prejudice to the generality of, the definition set out above, "International Monetary Assets" includes banknotes and coins of convertible currency held by the Republic of Serbia through the Central Bank in accounts in foreign banks and in the IMF, and promissory notes, certificates of deposit, bonds, and other securities payable in a convertible currency which are held by the Republic of Serbia through the Central Bank.

Interpolated Screen Rate means, in relation to EURIBOR for any Loan, the rate which results from interpolating on a linear basis between:

each as of 11:00 a.m. (Paris time) on the Quotation Day for the currency of that Loan.

Lender means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

Majority Lenders means a Lender or Lenders whose participation (drawn and undrawn) aggregate more than 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior to that reduction),

it being specified that, except for the purposes of

Clause 23.17

(Acceleration) and

Clause 28.5

(b) (Partial payments), if SFIL has a participation under the Facility:

Mandated Lead Arranger shall have the meaning given to it in the preamble hereto.

Margin means 0.98% (zero point ninety-eight per cent) per annum.

Material Adverse Effect means, in the opinion of the Majority Lenders, a material adverse effect on:

Material License means (i) the appropriate export license authorizing the Seller to export all the equipment under the Commercial Contract and (ii) the appropriate import license authorizing the Buyer to import all the equipment under the Commercial Contract.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

New Lender has the meaning given to that term in

Clause 24.1

(Transfers by the Lenders).

Original Lenders shall have the meaning given to it in the preamble hereto.

Participating Member State means any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Payment Delegation Agreement means the agreement to be entered into on the date hereof between, inter alios, the Seller as delegated party, the Republic of Serbia as delegator, the ECA Agent (acting on behalf of the Finance Parties) as agent of the beneficiaries and the Original Lenders as initial beneficiaries as a condition precedent under this Agreement, whereby, subject to the terms and conditions set out therein, the Republic of Serbia delegates the Seller to the Lenders for the payment of the amounts due by the Borrower to the Lenders pursuant to

Clause 8.5

(Early termination of the Commercial Contract) within the limit of the amount determined in accordance with the terms of such payment delegation agreement.

Person shall have the meaning given to it in the definition of “Sanctioned Person”.

Prohibited Payment means:

Project means the purchase by the Buyer of twelve RAFALE fighters and their associated products and services from the Seller under and in accordance with the terms of the Commercial Contract.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period, unless market practice differs in the European interbank market for Euros, in which case the Quotation Day will be determined by the ECA Agent in accordance with market practice in the European interbank market for Euros (and if quotations would normally be given by leading banks in the European interbank market for Euro on more than one day, the Quotation Day will be the last of those days).

Ratification Date means the date on which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia becomes effective.

Related Fund means:

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Repayment Date means, in respect to each Consolidated Utilisation Period Amount relating to the relevant Tranche, each of:

Repayment Instalment means each scheduled instalment for the repayment of the Loans specified in

Clause 6.1

(Generally). Replacement Benchmark means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under Paragraph

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Sanctionable Activity means any condition or activity which, if engaged in by a person, could result in (i) the imposition of Sanctions against a person engaged in such activity or described by such condition or (ii) the imposition of any other sanctions measures.

Sanctioned Country means any country or territory that is, or whose government is, the target of Sanctions broadly prohibiting dealings with such government, country, or territory.

Sanctioned Person means any individual or entity (a Person), whether or not having a legal personality, that is, or is directly or indirectly owned or controlled by any one or more Persons that is/are: (i) listed on any list of designated persons in application of Sanctions, (ii) the subject or target or in breach of any Sanctions, (iii) operating, located, incorporated or organized under the laws of, or resident in a Sanctioned Country or (iv) with which dealings are otherwise restricted or prohibited pursuant to any Sanctions, including by reason of any relationship of direct or indirect ownership or control, or agency with any person described in (i), (ii) or (iii).

Sanctions means any economic, financial or trade sanctions, laws, regulations, embargoes or similar measures enacted, administered, imposed and/or enforced from time to time by any Sanctions Authority and/or any judgment, order or notice from time to time published or otherwise issued in respect of the foregoing (or by any agency of, or guidance on the foregoing from time to time published or otherwise issued from any of foregoing, as amended, supplemented and/or enacted from time to time).

Sanctions Authority means any of the following (or any agency of any of the following):

Screen Rate means, in relation to EURIBOR, the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the ECA Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

Screen Rate Replacement Event means, in relation to a Screen Rate:

(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,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(A) stating that such relevant Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B) with awareness that any such announcement or publication will engage triggers for fallback provisions in contracts which may be activated by any such pre- cessation announcement or publication;

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Seller shall have the meaning given to it in the preamble hereto.

Seller’s Certificate means a certificate delivered by the Seller to the ECA Agent substantially in the form set out in Schedule 4 (Seller’s Certificate).

SFIL means a French public development bank serving territories and exports, incorporated in the form of a French société anonyme having its registered office located 112-114 avenue Emile Zola, 75015 Paris, registered with the commercial and companies registry of Paris under number 428 782 585 RCS Paris.

Side Letter means the letter dated on or about the date of this Agreement between the Finance Parties and the Borrower.

Signing Date means the date of this Agreement.

Starting Point of Repayment means:

Starting Point of Repayment 1 shall have the meaning given to it in the definition of “Starting Point of Repayment”.

Starting Point of Repayment 2 shall have the meaning given to it in the definition of “Starting Point of Repayment”.

Subsidiary means, in relation to any company or corporation, a company or corporation:

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

T2 means the real time gross settlement system operated by the Eurosystem, or any successor system.

TARGET Day means any day on which T2 is open for the settlement of payments in euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Total Contract Price shall have the meaning given to it in the preamble hereto.

Total Commitments means the commitments of the Lenders set forth in Schedule 1 (The Original Lenders) being EUR 1,921,500,000 (one billion nine hundred twenty-one million five hundred thousand Euros) at the date of this Agreement to the extent not cancelled or reduced under this Agreement.

Tranche means each of Tranche 1 and Tranche 2.

Tranche 1 means all Loans made available under the Facility during the Utilisation Period 1.

Tranche 2 means all Loans made available under the Facility during the Utilisation Period 2.

Transaction Documents means:

Transfer Agreement means an agreement substantially in the form set out in Schedule 9 (Form of Transfer Agreement) or any other form agreed between the relevant transferor and transferee.

Transfer Date means, in relation to an assignment or a transfer, the later of:

Unpaid Sum means any sum due and payable but unpaid by the Borrower under the Finance Documents. US means the United States of America.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Period means any of the following periods during the Availability Period:

(the Utilisation Period 2).

Utilisation Period 1 shall have the meaning given to it in the definition of “Utilisation Period”.

Utilisation Period 2 shall have the meaning given to it in the definition of “Utilisation Period”.

VAT means:

The Borrower acknowledges and confirms:

Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility, in an aggregate amount equal to the Total Commitments.

(A) any dispute under the Commercial Contract or under the Payment Delegation Agreement nor any claim or defence which the Buyer or the Seller or any other person may have against, or consider that it has against, any person under the Commercial Contract or under the Payment Delegation Agreement;

(B) the insolvency or dissolution of the Seller;

(C) any action or inaction (whether negligent or by wilful misconduct or fraud) of the Seller (or any of its agents, contractors, officers or employees);

(D) the Seller being subject to an amalgamation, demerger, merger or reorganization;

(E) any unenforceability, illegality or invalidity of any obligation of any person under the Commercial Contract or the Payment Delegation Agreement or any documents or agreements relating to the Commercial Contract or the Payment Delegation Agreement;

(F) the breach, frustration or non-fulfilment of any provision of the Commercial Contract or the Payment Delegation Agreement or any documents or agreements related to the Commercial Contract or the Payment Delegation Agreement or the destruction, non-completion or non- functioning of the equipment delivered pursuant to the Commercial Contract.

(G) any modification, amendment, suspension, interruption, cancellation, termination, or rescission of the Commercial Contract or the Payment Delegation Agreement,

and the Borrower acknowledges that the foregoing is an essential condition of each Lender's entry into this Agreement.

Unless all the Finance Parties agree otherwise and subject to the provisions of the ECA Insurance Policy and the rules applicable to export credit supported by the ECA which shall prevail:

Without prejudice to any rights the Finance Parties may have to notify the Borrower of the occurrence of any event under the terms of the Finance Documents in connection with the performance of the Commercial Contract, the Finance Parties shall have no duty or liability whatsoever to communicate to the Borrower any information which comes to their knowledge regarding the performance of the Commercial Contract.

The Facility shall be used, up to a maximum aggregate amount equal to the Total Commitment, to finance up to seventy percent (70%) of the Total Contract Price in accordance with the terms of the Commercial Contract entered into between the Seller and the Buyer No DGI/DEM/5448/22 dated 29 August 2024 for the supply of twelve (12) RAFALE fighters and their associated products and services being eligible under the ECA Insurance Policy (other than the Advance Payment), the proceeds of the Loans being directly paid to the Seller in accordance with the terms of this Agreement.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The obligation of the Lenders to make the first Utilisation available under the Facility shall be subject, on or prior to the Signing Date, to receipt by the ECA Agent of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the ECA Agent (acting upon the instruction of all Lenders).

In addition to

Clause 4.1

(Conditions precedent to be fulfilled prior to or on the Signing Date), the obligation of the Lenders to make the first Utilisation available under the Facility shall be subject, prior to or on the date of the first Seller’s Certificate, to receipt by the ECA Agent of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the ECA Agent (acting upon the instruction of all Lenders).

Upon satisfaction of the conditions precedent listed in Schedule 2 (Conditions Precedent), the ECA Agent shall notify the Lenders of the same.

In addition to

Clause 4.1

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

Clause 4.2

(Conditions precedent to be fulfilled with respect to the first Utilisation), the obligation of the Lenders to make each Utilisation available under the Facility shall be subject, with respect to all conditions listed in the paragraphs below (excluding paragraph (d) below) on the date of the Seller’s Certificate and on the Utilisation Date, and with respect to the condition provided for under paragraph (d) below, on the Utilisation Date, in a manner satisfactory to the ECA Agent, to the following conditions:

Upon satisfaction of the conditions in

Clause 4.3

(Further conditions precedent (including the first Utilisation)) with respect to any Utilisation under the Facility, the ECA Agent shall notify the Lenders of the same.

No more than one (1) Utilisation in any 30-day period can be made.

For such purpose, the Borrower hereby mandates the Lenders and the ECA Agent to pay to the Seller the portion of the Total Contract Price due to the Seller and to be financed under the Facility at the dates and for such amounts as set forth in Schedule 3 (Terms of payments and list of documents to be supplied to the ECA Agent) upon presentation of the documents described therein and satisfaction of the conditions precedent of Utilisation set forth in this Agreement.

Such mandate and the instructions of payment in this paragraph (b), which are hereby accepted and acknowledged by the ECA Agent, the Lenders and the Borrower are made in their joint interest (mandat d'intérêt commun) and are therefore irrevocable and may not be revoked or modified without the express written consent of each of such Parties.

Each Seller’s Certificate is irrevocable and will not be regarded as having been duly completed unless:

The ECA Agent shall (i) promptly upon receipt from the Seller of a Seller’s Certificate, notify the Borrower of the receipt of such Seller’s Certificate and deliver to the Borrower a pdf copy of such Seller’s Certificate and of the payment documents attached to the Seller’s Certificate and (ii) without undue delay upon the Seller’s Certificate being regarded by the ECA Agent as completed in accordance with this

Clause 5.2

and in form and substance satisfactory to the ECA Agent, request the Borrower to provide the ECA Agent with a completed and duly signed Borrower’s Utilisation Confirmation Certificate relating to the relevant Utilisation.

The ECA Agent shall not be responsible for examining the documents:

except to ascertain that they appear on their face to be in compliance with the requirements of the Finance Documents. For the purpose of this Clause, appear on their face has the meaning ascribed to it in the latest version of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (at present the latest version being ICC Publication UCP 600 – 2007 version).

the Total Commitments will be automatically cancelled in full.

If any of the Loans are (in whole or in part) prepaid in accordance with this Agreement, then the amount of the Repayment Instalment for each Repayment Date falling after that cancellation or prepayment (as applicable) will reduce in inverse chronological order by the amount cancelled or the amount of the Loan (or the relevant part of it) prepaid (as applicable).

Subject to the prior approval of the Finance Parties and the ECA, the Borrower may, upon forty-five (45) Business Days' prior notice to the ECA Agent (or such shorter period as the Majority Lenders may agree, but, in any case, not less than ten (10) Business Days), cancel the whole or any part (being a minimum amount of EUR 10,000,000) of the Available Commitment.

The Borrower may, upon forty-five (45) Business Days' prior notice to the ECA Agent (or such shorter period as the Majority Lenders may agree, but, in any case, not less than ten (10) Business Days), prepay the whole or any part of the Loans (but, if in part, being a minimum amount of EUR 10,000,000) subject to the satisfaction of the following conditions:

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the ECA Agent notice (if such circumstances relate to a Lender) of cancellation of the commitment of that Lender in the Total Commitments and its intention to procure the repayment of that Lender's participation in the Utilisations.

If it is or becomes unlawful in any jurisdiction or contrary to any law, regulation or Sanctions in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation or it becomes unlawful or contrary to any law, regulation or Sanctions for any Affiliate of a Lender for that Lender to do so:

Without prejudice to

Clause 8.1

(Illegality (Lenders)), in the event that:

then if any Lender so specifies in a notice delivered to the ECA Agent:

If an ECA Mandatory Prepayment Event occurs:

If the Borrower or the Buyer sells, transfers or disposes of the equipment purchased under the Commercial Contract so that the ownership or the right of disposal of such equipment is transferred to a person other than the Borrower or the Buyer, the Borrower shall immediately repay the Loans in full and the Total Commitments shall be cancelled.

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Voluntary Prepayment and Cancellation), or Clause 8 (Mandatory Prepayment – Illegality) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and without premium or penalty save for any Break Costs.

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

The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Total Commitments except at the times and in the manner expressly provided for in this Agreement.

If the ECA Agent receives a notice under Clause 7 (Voluntary Prepayment and Cancellation) or Clause 8 (Mandatory Prepayment - Illegality), it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender, as appropriate and the ECA (other than when the notice is made under

Clause 8.3

(ECA Mandatory Prepayment Event)).

If all or part of a Utilisation under the Facility is repaid or prepaid, an amount of the Total Commitments (equal to the amount of the Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on the outstanding amount of each Loan on each Interest Payment Date.

In all circumstances, any interest paid to the ECA Agent (for the account of each Lender) is definitively paid and is not refundable (except in case of manifest error).

The ECA Agent shall promptly notify the Borrower the amount of interests due in respect of each Interest Period (including, if applicable, any Funding Rate).

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

If two or more Interest Periods relate to Loans made during the same Utilisation Period and end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

Market Disruption Event means:

In all circumstances, any commitment fee paid to the ECA Agent (for the account of each Lender) is definitively paid and is not refundable (except in case of manifest error).

The Borrower shall pay to the ECA Agent (for the account of the Mandated Lead Arrangers) an arrangement fee at the times and in the amounts set out in the Arrangement Fee Letter.

The Borrower shall pay to the ECA Agent (for its own account) an agency fee at the times and in the amounts set out in the Agency Fee Letter.

The Borrower shall pay to the Global Coordinator, Structuring and Documentation Bank (for its own account) a coordination fee at the times and in the amounts set out in the Coordination Fee Letter.

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 any requirement of the ECA under or in connection with the ECA Insurance Policy and the ECA Agent shall:

If the ECA notifies the ECA Agent of its decision on any matter (including any decision relating to the approval of any requested waivers or amendments by the Borrower in respect of this Agreement or any other Finance Document), such decision shall prevail over any contrary decision made by any Finance Party to the extent that Lenders were obliged to comply with such decision under the ECA Insurance Policy or not following such decision would jeopardize the rights of the Lenders under the ECA Insurance Policy. In the case of any conflict or inconsistency between the terms of the ECA Insurance Policy and the terms of the Finance Documents, the terms of the ECA Insurance Policy shall prevail as between the Finance Parties and the ECA, and to the extent of such conflict or inconsistency, the Finance Parties shall not assert to the ECA the terms of the Finance Documents.

Each Lender will co–operate with the ECA Agent and each other Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the ECA Insurance Policy continues in full force and effect. The Borrower shall provide all information and other assistance reasonably requested by the ECA Agent in connection with the ECA Insurance Policy.

The ECA may request an additional amount to be paid as ECA Insurance Premium relating to Tranche 1 on or after the end of the Utilisation Period 1 on the basis of the ECA Insurance Premium percentage relating to Tranche 1 set out in the ECA Insurance Policy applied to the actual Consolidated Utilisation Period Amount of Tranche 1.

In such case, the ECA Agent will notify and provide the Borrower with the exact rate, details of calculation and amounts used for the recalculation of the ECA Insurance Premium relating to Tranche 1 and if the ECA Insurance Premium relating to Tranche 1 as recalculated is higher than the amount paid by the Borrower in accordance with the first paragraph of this paragraph (i) above with respect to the ECA Insurance Premium relating to Tranche 1, the Borrower shall bear the cost of reimbursing to the ECA Agent (for the account of each Lender) an amount equal to such difference. Therefore, upon receipt of the ECA Agent's notification referred to in this paragraph (i), the Borrower irrevocably and unconditionally agrees to transfer from its own funds to the ECA Agent within ten (10) Business Days (for further payment to the ECA) an amount equal to such difference.

Without prejudice to any right of indemnification or subrogation the French State may have at law, each Party agrees that the French State will be subrogated to the rights of the Lenders under this Agreement upon the making of any payment by or on behalf of the ECA, acting in the name, for the account and under the control of the French State under the ECA Insurance Policy and the Lenders shall act in accordance with the instructions of the ECA in the enforcement of their rights under this Agreement and the other Finance Documents following such subrogation.

The Parties agree that the right of subrogation shall arise irrespective of, and prevail over, any inconsistency with any right of subrogation arising under the ECA Insurance Policy, or under the laws of France, and notwithstanding any conduct on the part of the ECA or the Lenders.

Any payments made by the ECA under the ECA Insurance Policy to, or for the account of, any Lender are for the benefit of that Lender and not for the benefit of the Borrower.

The Borrower acknowledges, for the benefit of the Lenders, of the French State and of the ECA, that any payments made by the ECA to, or for the account of, any Lender under the ECA Insurance Policy will not satisfy, reduce, release or prejudice any of the Borrower’s obligations under the Finance Documents in whole or in part, which obligations shall remain due and payable notwithstanding the receipt or application of those payments by the Lenders.

The Borrower agrees that it will promptly upon receipt of notice thereof, reimburse the ECA, acting in the name, for the account and under the control of the French State for any payment made by the ECA, acting in the name, for the account and under the control of the French State under the ECA Insurance Policy, whether by direct payment or offset, in respect of, and to the extent of, the Borrower’s obligations to the Lender under this Agreement.

The obligations of the Borrower to reimburse the ECA, acting in the name, for the account and under the control of the French State will be due and payable in the currency of payment upon first written demand of the ECA.

In this Agreement:

Protected Party means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Tax Credit means a credit against, relief or remission for, or repayment of, any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by the Borrower to a Finance Party under

Clause 15.2

(Tax gross-up) or a payment under

Clause 15.3

(Tax indemnity).

Unless a contrary indication appears, in this Clause 15, a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

Nothing herein contained shall interfere with the right of each Finance Party (and their respective Affiliates) to arrange their tax affairs in whatever manner it thinks fit and each Finance Party shall have full discretion as to whether to claim any Tax Credit. No Finance Party shall be obliged to disclose any information to the Borrower or any other party regarding its tax affairs and computations.

The Borrower shall pay and, within seven Business Days of demand, indemnify the Finance Parties against any cost, loss or liability incurred in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

supply to the ECA Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form certifying its status as a FATCA Exempt Party; or

(B) any withholding statement or other document, authorisation or waiver as the ECA Agent may require to certify or establish the status of such Lender under FATCA or any other applicable law or regulation in this respect.

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into this Agreement or funding or performing its obligations under any Finance Document.

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III": A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systematically important banks contained in "Global systematically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

(A) Regulation (EU) N° 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms;

(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms; and

(C) any further implementing regulation in any relevant jurisdiction.

Clause 16.1

(Increased costs) does not apply to the extent any Increased Cost is:

In this

Clause 16.3

, a reference to a Tax Deduction has the same meaning given to that term in

Clause 15.1

(Definitions).

the Borrower shall as an independent obligation, within seven Business Days of demand, indemnify to the extent permitted by law each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall promptly indemnify the ECA Agent against:

The Borrower shall, within fifteen (15) Business Days of demand, pay to each Finance Party (to the account from time to time specified by the ECA Agent in writing and EURO currency) the amount of all costs and expenses (including legal fees and translation costs) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

If the Borrower or the Finance Parties request an amendment, waiver or consent, the Borrower shall, within seven Business Days of demand, reimburse each Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by such Finance Parties in responding to, evaluating, negotiating or complying with any requests for an amendment, a waiver or a consent.

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees and costs) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and any proceedings instituted by or against the Finance Parties as a consequence of enforcing these rights.

The Borrower makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement.

The obligations expressed to be assumed by it in the Finance Documents to

which it is a party are legal, valid, binding and enforceable obligations (

.

This Agreement is in proper legal form.

All Authorisations required:

and effect

.

Under the laws of the Republic of Serbia, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except that the Borrower is obliged to:

There are no litigation, arbitration or administrative proceedings, actions, suits, investigations, pending or threatened against the Borrower which, if adversely determined, could have a Material Adverse Effect.

No moratorium has been, or may, in the reasonably foreseeable future, be, declared in respect of the Borrower’s External Indebtedness.

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law.

It has not (and none of its agencies has) breached any law or regulation which would materially impair its ability to perform its obligations under the Finance Documents.

Any commission or fee paid, or agreed to be paid, by it or any agency of the Borrower to any natural or legal person acting on behalf of the Borrower, or any agency of the Borrower in connection with the Project or the financing of the Project, is, or will be, for legitimate services only.

It and each of its agencies has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

The Borrower fulfils its obligations as member of the IMF (or the successors thereto).

All public procurement rules in the Republic of Serbia which are applicable to the entry into by the Borrower and the Buyer and the exercise of their rights and performance of their obligations under the Transaction Documents to which the Borrower or the Buyer is a party have been complied with or have been irrevocably and unconditionally waived by the relevant authorities in the Republic of Serbia.