MUNICIPAL

INFRASTRUCTURE RESILIENCE FRAMEWORK FINANCE CONTRACT BETWEEN THE THE REPUBLIC OF SERBIA AND EUROPEAN INVESTMENT BANK

("Off. Herald of RS - Treaties", No. 6/2019)

FI N° 87545
Serapis N° 2017-0147

Belgrade, 7 May 2019
Luxembourg, 29 April 2019

THIS CONTRACT IS MADE BETWEEN:

The Republic of Serbia, represented by the Mr. Siniša Mali, Minister of Finance, on behalf of the Government as representative of the Republic of Serbia,	(the "Borrower")
of the first part, and
The European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg, represented by Mr. Jacopo Lensi Orlandi, Head of Division, and Mr. Jean-Marc Martin, Deputy Head of Division,	(the "Bank")
of the second part.

WHEREAS:

(a) The Borrower has stated that, through the Public Investment Management Office (PIMO) (the "Promoter"),, it is undertaking a project consisting of supporting the reconstruction and/or construction of water supply and sewers system in municipalities impacted by migrants or severe floods crises as more particularly described in the technical description (the "Technical Description") set out in Schedule A (the "Project").

(b) The total cost of the Project, as estimated by the Bank, is EUR 80,000,000.00 (eighty million three hundred fifty thousand euros) and the Borrower has stated that it intends to finance the Project as follows:

Source	Amount (EUR m)
Credit from the Bank	40.00
Other funding sources (including State Budget, municipal contribution and EU Grants)	40.00
TOTAL	80.00

(c) In order to fulfil the financing plan set out in Recital (b), the Borrower has requested from the Bank a credit of EUR 40,000,000.00 (forty million euros) to be made available from the Bank’s own resources and pursuant to the Bank’s 2014-2020 external lending mandate in accordance with the Decision as defined below (the "Mandate").

(d) In accordance with: (i) Decision No. 466/2014/EU, published in the Official Journal of the European Union No L 135 of 8 May 2014, the European Parliament and the Council of the European Union decided to grant a guarantee to the Bank against losses under financing operations supporting investment projects outside the European Union (the "Decision"); and (ii) the agreement entered into between the European Union, represented by the European Commission, and the Bank implementing the Decision, in the event of non-payment, the European Union, by a guarantee, covers certain payments not received by the Bank and due to the Bank in relation to the Bank’s financing operations entered into with, inter alias, the Borrower (the "EU Guarantee"). As of the date of this Contract (as defined below), Republic of Serbia is an Eligible Country (as defined below).

(e) On 11 May 2009, Republic of Serbia and the Bank signed a framework agreement governing the Bank’s activities in the territory of Republic of Serbia (the "Framework Agreement"). The Bank makes the Credit (as defined below) available on the basis that the Framework Agreement continues to be in full force and effect during the term of this Contract.

(f) By a letter dated 19 January 2018, the Republic of Serbia requested the financing of the Project (as defined below), as such the present project falls within the scope of the Framework Agreement. The Bank makes the Credit available to the Borrower on the basis that such statements continue to be true and correct in all respects during the term of this Contract.

(g) The Bank considering that the financing of the Project falls within the scope of its functions, and is consistent with the objectives of the Mandate, and having regard to the statements and facts cited in these Recitals, has decided to give effect to the Borrower’s request providing to it a credit in an amount of EUR 40,000,000.00 (forty million euros) under this Finance Contract (the "Contract"); provided that the amount of the Bank loan shall not, in any case, exceed 50% (fifty per cent) of the total cost of the Project set out in Recital (b) nor when aggregated with any EU grants available for the Project, 90% (ninety per cent) of the total cost of the Project set out in Recital (b).

(h) The Borrower has authorised the borrowing of the sum of EUR 40,000,000.00 (forty million euros) represented by this credit on the terms and conditions set out in this Contract.

(i) The Statute of the Bank provides that the Bank shall ensure that its funds are used as rationally as possible in the interests of the European Union; and, accordingly, the terms and conditions of the Bank’s loan operations must be consistent with relevant policies of the European Union.

(j) The Bank considers that access to information plays an essential role in the reduction of environmental and social risks, including human rights violations, linked to the projects it finances and has therefore established its transparency policy, the purpose of which is to enhance the accountability of the Bank’s group towards its stakeholders.

(k) The processing of personal data shall be carried out by the Bank in accordance with applicable European Union legislation on the protection of individuals with regard to the processing of personal data by the European Union institutions and bodies and on the free movement of such data.

(l) The Bank will allocate its funds to eligible schemes which are economically, technically and financially justified as well as environmentally sound.

NOW THEREFORE it is hereby agreed as follows:

INTERPRETATION AND DEFINITIONS

Interpretation

In this Contract:

(a) references to Articles, Recitals, Schedules and Annexes are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and annexes to this Contract;

(b) references to "law" or "laws" mean:

(i) any applicable law and any applicable treaty, constitution, statute, legislation, decree, normative act, rule, regulation, judgement, order, writ, injunction, determination, award or other legislative or administrative measure or judicial or arbitral decision in any jurisdiction which is binding or applicable case law; and

(ii) EU Law;

(i) a law or jurisdiction applicable to the Borrower, its rights and/or obligations (in each case arising out of or in connection with this Contract), its capacity and/or assets and/or the Project; and/or, as applicable; or

(ii) a law or jurisdiction (including in each case the Bank’s Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;

(d) references to a provision of law are references to that provision as amended or re-enacted;

(e) references to any other agreement or instrument are references to that other agreement or instrument as amended, novated, supplemented, extended or restated; and

(f) words and expressions in plural shall include singular and vice versa.

Definitions

In this Contract:

"Accepted Tranche" means a Tranche in respect of which a Disbursement Offer has been duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline.

"Agreed Deferred Disbursement Date" has the meaning given to it in Article 1.5.A(2)(b).

"Authorisation" means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Authorised Signatory" means a person authorised to sign individually or jointly (as the case may be) Disbursement Acceptances on behalf of the Borrower and named in the most recent List of Authorised Signatories and Accounts received by the Bank prior to the receipt of the relevant Disbursement Acceptance.

"Business Day" means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in Luxembourg and Belgrade.

"Change-of-Law Event" has the meaning given to it in Article 4.3.A(3).

"Contract" has the meaning given to it in Recital (g).

"Contract Number" shall mean the Bank generated number identifying this Contract and indicated on the cover page of this Contract after the letters "FI N°".

"Credit" has the meaning given to it in Article 1.1.

"Deferment Indemnity" means a fee calculated on the amount of disbursement deferred or suspended being the higher of:

(a) 0.125% (12.5 basis points), per annum, and

(b) the percentage rate by which:

(i) the interest rate that would have been applicable to such amount had it been disbursed to the Borrower on the Scheduled Disbursement Date, exceeds

(ii) EURIBOR (one month rate) less 0.125% (12.5 basis points), unless this value is less than zero, in which case it will be set at zero.

Such fee shall accrue from the Scheduled Disbursement Date to the Disbursement Date or, as the case may be, until the date of cancellation of the Accepted Tranche in accordance with this Contract.

"Disbursement Acceptance" means a copy of the Disbursement Offer duly countersigned by the Borrower.

"Disbursement Acceptance Deadline" means the date and time of expiry of a Disbursement Offer as specified therein.

"Disbursement Account" means, in respect of each Tranche, the bank account set out in the most recent List of Authorised Signatories and Accounts.

"Disbursement Date" means the date on which disbursement of a Tranche is made by the Bank.

"Disbursement Offer" means a letter substantially in the form set out in Schedule C.

"Dispute" has the meaning given to it in Article 11.2.

"Disruption Event" means either or both of

a) 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 this Contract; or

b) 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 either the Bank or the Borrower, preventing that party from

(i) performing its payment obligations under this Contract; or

(ii) communicating with other parties,

and which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the party whose operations are disrupted.

"EIB Statement of Environmental and Social Principles and Standards" means the statement published on EIB’s website that outlines the standards that the Bank requires of the projects that it finances and the responsibilities of the various parties.

"Eligible Country" means any country specified in Annex III to the Decision, as may be amended from time to time by the European Commission in accordance with Articles 4(2) and 18 of the Decision, or any other country in respect of which the European Parliament and the Council of the European Union have adopted a decision pursuant to Article 4(1) of the Decision.

"Environment" means the following, in so far as they affect human health and social well-being:

(a) fauna and flora;

(b) soil, water, air, climate and the landscape;

(d) the built environment.

"Environmental and Social Impact Assessment Study" means a study as an outcome of the environmental and social impact assessment identifying and assessing the potential environmental and social impacts associated with the proposed project and recommending measures to avoid, minimise and/or remedy any impacts. This study is subject to public consultation with direct and indirect project stakeholders.

"Environmental and Social Standards" means:

(a) Environmental Laws and Social Laws applicable to the Project or the Borrower;

(b) the EIB Statement of Environmental and Social Principles and Standards; and

"Environmental or Social Approval" means any permit, licence, authorisation, consent or other approval required by an Environmental Law or a Social Law in connection with the construction or operation of the Project.

"Environmental or Social Claim" means any claim, proceeding, formal notice or investigation by any person in respect of the Environment or Social Matters affecting the Project including any breach or alleged breach of any Environmental and Social Standard.

"Environmental Law" means:

(a) EU Law, including principles and standards save for any derogation accepted by the Bank for the purpose of this Contract based on any agreement between Republic of Serbia and the EU;

(b) Republic of Serbia laws and regulations; and

(c) international treaties and conventions signed and ratified by or otherwise applicable and binding on Republic of Serbia,

in each case of which a principal objective is the preservation, protection or improvement of the Environment.

"EU Guarantee" has the meaning given to it in Recital (d).

"EU Law" means the acquis communautaire of the European Union as expressed through the Treaties of the European Union, the regulations, directives, delegated acts, implementing acts, and the case law of the Court of Justice of the European Union.

"EUR" or "euro" means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

"EURIBOR" has the meaning given to it in Schedule B.

"Event of Default" means any of the circumstances, events or occurrences specified in Article 10.1.

"Final Availability Date" means the date falling 60 months from the signature of this Contract or a later date if approved in writing by the Bank upon formal written request by the Borrower.

"Financing of Terrorism" means the provision or collection of funds, by any means, directly or indirectly, with the intention that they should be used or in the knowledge that they are to be used, in full or in part, in order to carry out any of the offences within the meaning of Articles 1 to 4 of the EU Council Framework Decision 2002/475/JHA of 13 June 2002 on combating terrorism.

"Fixed Rate" means an annual interest rate determined by the Bank in accordance with the applicable principles from time to time laid down by the governing bodies of the Bank for loans made at a fixed rate of interest, denominated in the currency of the Tranche and bearing equivalent terms for the repayment of capital and the payment of interest. Such rate shall not be of negative value.

"Fixed Rate Tranche" means a Tranche on which the Fixed Rate is applied.

"Floating Rate" means a fixed-spread floating annual interest rate, determined by the Bank for each successive Floating Rate Reference Period equal to EURIBOR plus the Spread. If the Floating Rate for any Floating Rate Reference Period is calculated to be below zero, it will be set at zero.

"Floating Rate Reference Period" means each period from one Payment Date to the next relevant Payment Date; the first Floating Rate Reference Period shall commence on the date of disbursement of the Tranche.

"Floating Rate Tranche" means a Tranche on which the Floating Rate is applied.

"Framework Agreement" has the meaning given in Recital (e).

"Guide to Procurement" means the Guide to Procurement published on EIB’s website that informs the promoters of projects financed in whole or in part by the EIB of the arrangements to be made for procuring works, goods and services required for the Project.

"ILO" means the International Labour Organisation.

"ILO Standards" means any treaty, convention or covenant of the ILO signed and ratified by or otherwise applicable and binding on the Republic of Serbia, and the Core Labour Standards (as defined in the ILO Declaration on Fundamental Principles and Rights at Work).

"Indemnifiable Prepayment Event" means a Prepayment Event other than those specified in paragraphs 4.3.A(2) or 4.3.A(4).

"Interest Revision/Conversion" means the determination of new financial conditions relative to the interest rate, specifically the same interest rate basis ("revision") or a different interest rate basis ("conversion") which can be offered for the remaining term of a Tranche or until the next Interest Revision/Conversion Date.

"Interest Revision/Conversion Date" means the date, which shall be a Payment Date, specified by the Bank pursuant to Article 1.2.C in the Disbursement Offer.

"Interest Revision/Conversion Proposal" means a proposal made by the Bank under Schedule D.

"Interest Revision/Conversion Request" means a written notice from the Borrower, delivered at least 75 (seventy-five) days before an Interest Revision/Conversion Date, requesting the Bank to submit to it an Interest Revision/Conversion Proposal. The Interest Revision/Conversion Request shall also specify:

(a) the Payment Dates chosen in accordance with the provisions of Article 3.1;

(b) the amount of the Tranche for which the Interest Revision/Conversion shall apply ; and

"List of Authorised Signatories and Accounts" means a list, in form and substance satisfactory to the Bank, setting out:

(a) the Authorised Signatories, accompanied by evidence of signing authority of the persons named on the list and specifying if they have individual or joint signing authority;

(b) the specimen signatures of such persons; and

(c) the bank account(s) to which disbursements may be made under this Contract (specified by IBAN code if the country is included in the IBAN Registry published by SWIFT, or in the appropriate account format in line with the local banking practice), BIC/SWIFT code of the bank and the name of the bank account(s) beneficiary.

"Loan" means the aggregate of the amounts disbursed from time to time by the Bank under this Contract.

"Loan Outstanding" means the aggregate of the amounts disbursed from time to time by the Bank under this Contract that remains outstanding.

"Mandate" has the meaning given in Recital (c).

"Market Disruption Event" means any of the following circumstances:

(a) there are, in the reasonable opinion of the Bank, events or circumstances adversely affecting the Bank’s access to its sources of funding;

(b) in the opinion of the Bank, funds are not available from the Bank’s ordinary sources of funding in order to adequately fund a Tranche in the relevant currency and/or for the relevant maturity and/or in relation to the reimbursement profile of such Tranche; or

(i) the cost to the Bank of obtaining funds from its sources of funding, as determined by the Bank, for a period equal to the Floating Rate Reference Period of such Tranche (i.e. in the money market) would be in excess of the applicable EURIBOR; or

(ii) the Bank determines that adequate and fair means do not exist for ascertaining the applicable EURIBOR for the relevant currency of such Tranche or it is not possible to determine EURIBOR in accordance with the definition contained in Schedule B.

"Material Adverse Change" means, in relation to the Borrower any event or change of condition affecting the Borrower, which, in the opinion of the Bank:

(a) materially impairs the ability of the Borrower to perform its obligations under this Contract; or

(b) materially impairs the financial condition or prospects of the Borrower.

"Maturity Date" means the last Repayment Date of a Tranche specified pursuant to Article 4.1.A (b) (iv).

"Money Laundering" means:

(a) the conversion or transfer of property, knowing that such property is derived from criminal activity or from an act of participation in such activity, for the purpose of concealing or disguising the illicit origin of the property or of assisting any person who is involved in the commission of such activity to evade the legal consequences of his action;

(b) the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of property, knowing that such property is derived from criminal activity or from an act of participation in such activity;

(c) the acquisition, possession or use of property, knowing, at the time of receipt, that such property was derived from criminal activity or from an act of participation in such activity; or

(d) participation in, association to commit, attempts to commit and aiding, abetting, facilitating and counselling the commission of any of the actions mentioned in the foregoing points.

"Payment Date" means: the annual, semi-annual or quarterly dates specified in the Disbursement Offer until and including the Interest Revision/Conversion Date, if any, or the Maturity Date, save that, in case any such date is not a Relevant Business Day, it means:

(i) for a Fixed Rate Tranche, the following Relevant Business Day, without adjustment to the interest due under Article 3.1; and

(ii) for a Floating Rate Tranche, the next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a Relevant Business Day, in all cases with corresponding adjustment to the interest due under Article 3.1.

"Prepayment Amount" means the amount of a Tranche to be prepaid by the Borrower in accordance with Article 4.2.A or Article 4.3.A, as applicable.

"Prepayment Date" means the date, which shall be a Payment Date, on which the Borrower proposes to or is requested by the Bank, as applicable, to effect prepayment of a Prepayment Amount.

"Prepayment Event" means any of the events described in Article 4.3.A.

"Prepayment Indemnity" means in respect of any principal amount to be prepaid or cancelled, the amount communicated by the Bank to the Borrower as the present value (calculated as of the Prepayment Date or the date of cancellation pursuant to Article 1.6.C(2)) of the excess, if any, of:

(a) the interest that would accrue thereafter on the Prepayment Amount over the period from the Prepayment Date or the date of cancellation pursuant to Article 1.6.C(2) to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not prepaid; over

(b) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.15% (fifteen basis points).

The said present value shall be calculated at a discount rate equal to the Redeployment Rate, applied as of each relevant Payment Date.

"Prepayment Notice" means a written notice from the Bank to the Borrower in accordance with Article 4.2.C.

"Prepayment Request" means a written request from the Borrower to the Bank to prepay all or part of the Loan Outstanding, in accordance with Article 4.2.A.

"Project Implementation Unit (PIU)" means all project implementation arrangements, which rely on a group of staff members designated officially to work together full-time or almost full-time, with separate accountability, to coordinate and manage project implementation.

"Prohibited Conduct" means any Financing of Terrorism, Money Laundering or Prohibited Practice.

"Prohibited Practice" means any:

(a) Coercive Practice, meaning the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of a party to influence improperly the actions of a party;

(b) Collusive Practice, meaning an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;

(c) Corrupt Practice, meaning the offering, giving, receiving or soliciting, directly or indirectly, of anything of value by a party to influence improperly the actions of another party;

(d) Fraudulent Practice, meaning any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party in order to obtain a financial or other benefit or to avoid an obligation; or

(e) Obstructive Practice, meaning in relation to an investigation into a Coercive, Collusive, Corrupt or Fraudulent Practice in connection with this Loan or the Project, (a) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (b) acts intending to materially impede the exercise of the contractual rights of audit or access to information.

"Project" has the meaning given to it in Recital (a).

"Promoter" has the meaning given to it in Recital (a).

"Redeployment Rate" means the fixed annual rate determined by the Bank, being a rate which the Bank would apply on the day of the indemnity calculation to a loan that has the same currency the same terms for the payment of interest and the same repayment profile to the Interest Revision/Conversion Date, if any, or the Maturity Date as the Tranche in respect of which a prepayment or cancellation is proposed or requested to be made. Such rate shall not be of negative value.

"Relevant Business Day" means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) is open for the settlement of payments in EUR.

"Repayment Date" shall mean each of the Payment Dates specified for the repayment of the principal of a Tranche in the Disbursement Offer, in accordance with the criteria set out in Article 4.1.

"Requested Deferred Disbursement Date" has the meaning given to it in Article 1.5.A(1)(b).

"Sanction Lists" means:

(a) any economic, financial and trade restrictive measures and arms embargoes issued by the European Union pursuant to Chapter 2 of Title V of the Treaty on European Union as well as Article 215 of the Treaty on the Functioning of the European Union, as available in the official EU websites http://ec.europa.eu/external_relations/cfsp/sanctions/consol-list_en.htm and http://eeas.europa.eu/cfsp/sanctions/docs/measures_en.pdf, as amended and supplemented from time to time or on any successor page; or,

(b) any economic, financial and trade restrictive measures and arms embargoes issued by the United Nations Security Council pursuant to Article 41 of the UN Charter as available in the official UN website http://www.un.org/Docs/sc/committees/INTRO.htm, as amended and supplemented from time to time or on any successor page.

"Sanctioned Persons" means any individual or entity listed in one or more Sanction Lists.

"Scheduled Disbursement Date" means the date on which a Tranche is scheduled to be disbursed in accordance with Article 1.2.B.

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

"Social Law" means each of:

(a) any law, rule or regulation applicable in the Republic of Serbia relating to Social Matters;

(b) any ILO Standards; and

(c) any United Nations treaty, convention or covenant on human rights signed and ratified by or otherwise applicable and binding on the Republic of Serbia.

"Social Matters" means all, or any of, the following: (i) labour and employment conditions, (ii) occupational health and safety, (iii) protection and empowerment of rights and interests of indigenous peoples, ethnic minorities and vulnerable groups, (iv) cultural heritage (tangible and intangible), (v) public health, safety and security, (vi) involuntary physical resettlement and/or economic displacement and loss of livelihood of persons, and (vii) public participation and stakeholder engagement.

"Spread" means the fixed spread (being of either positive or negative value) to EURIBOR as determined by the Bank and notified to the Borrower in the relevant Disbursement Offer or Interest Revision/Conversion Proposal.

"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).

"Technical Description" has the meaning given to it in Recital (a).

"Tranche" means each disbursement made or to be made under this Contract. In case no Disbursement Acceptance has been received, Tranche shall mean a Tranche as offered under Article 1.2.B.

Article 1

Credit and Disbursements

1.1 Amount of Credit

By this Contract the Bank establishes in favour of the Borrower, and the Borrower accepts, a credit in an amount of EUR 40,000,000.00 (forty million euros) for the financing of the Project (the "Credit").

1.2 Disbursement procedure

1.2.A Tranches

The Bank shall disburse the Credit in up to 20 (twenty) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of EUR 1,000,000.00 (one million euros). The amount of the first Tranche shall be in a maximum amount of EUR 12,000,000.00 (twelve million euros). No more than one Tranche per month shall be disbursed.

1.2.B Disbursement Offer

Upon request by the Borrower and subject to Article 1.4.A, provided that no event mentioned in Article 1.5 or Article 1.6.B has occurred and is continuing, the Bank shall send to the Borrower within 5 (five) Business Days after the receipt of such request a Disbursement Offer for the disbursement of a Tranche. The latest time for receipt by the Bank of such Borrower’s request is 15 (fifteen) Business Days before the Final Availability Date. The Disbursement Offer shall specify:

(a) the amount of the Tranche in EUR;

(b) the Scheduled Disbursement Date, which shall be a Relevant Business Day, falling at least 10 (ten) days after the date of the Disbursement Offer and on or before the Final Availability Date;

(c) the interest rate basis of the Tranche, being: (i) a Fixed Rate Tranche; or (ii) a Floating Rate Tranche, in each case, pursuant to the relevant provisions of Article 3.1;

(d) the Payment Dates and the first interest Payment Date for the Tranche;

(e) the terms for repayment of principal for the Tranche, in accordance with the provisions of Article 4.1;

(f) the Repayment Dates and the first and the last Repayment Date for the Tranche;

(g) the Interest Revision/Conversion Date, if requested by the Borrower, for the Tranche;

(h) for a Fixed Rate Tranche, the Fixed Rate and for a Floating Rate Tranche the Spread, applicable until the Interest Revision/Conversion Date, if any, or until the Maturity Date; and

(i) the Disbursement Acceptance Deadline.

1.2.C Disbursement Acceptance

The Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline. The Disbursement Acceptance shall be signed by an Authorised Signatory with individual representation right or two or more Authorised Signatories with joint representation right and shall specify the Disbursement Account to which the disbursement of the Tranche should be made in accordance with Article 1.2.D.

If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, the Bank shall make the Accepted Tranche available to the Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract.

The Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline.

1.2.D Disbursement Account

Disbursement shall be made to the Disbursement Account specified in the relevant Disbursement Acceptance provided that such Disbursement Account is acceptable to the Bank.

Notwithstanding Article 5.2(e), the Borrower acknowledges that payments to a Disbursement Account notified by the Borrower shall constitute disbursements under this Contract as if they had been made to the Borrower’s own bank account.

Only one Disbursement Account may be specified for each Tranche.

1.3 Currency of disbursement

The Bank shall disburse each Tranche in EUR.

1.4 Conditions of disbursement

1.4.A Condition precedent to the first request for Disbursement Offer

The Bank shall have received from the Borrower in form and substance satisfactory to the Bank:

(a) evidence that the execution of this Contract by the Borrower has been duly authorised and that the person or persons signing this Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; and

(b) the List of Authorised Signatories and Accounts;

prior to requesting a Disbursement Offer under Article 1.2.B by the Borrower. Any request for a Disbursement Offer made by the Borrower without the above documents having been received by the Bank and to its satisfaction shall be deemed not made.

1.4.B First Tranche

The disbursement of the first Tranche under Article 1.2 is conditional upon receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date, of the following documents or evidence:

(a) evidence that the Borrower has obtained all necessary Authorisations, required in connection with this Contract and the Project;

(b) evidence that the Project Implementation Unit has been established within the Promoter with staff, resources and competences acceptable to the Bank with responsibility for the allocation requests and progress reporting under the Contract for all schemes and ensuring compliance with EIB requirements, including procurement; the Project Implementation Unit shall be supported by suitably experienced consultants, and be available to provide technical assistance to municipalities where eligible subprojects will be implemented;

(c) a favourable legal opinion issued in English language by the Minister of Justice of the Borrower confirming, inter alia, (i) the authority of persons signing this Contract on behalf of the Borrower; and (ii) this Contract has been duly executed by the Borrower and constitutes valid, binding and enforceable obligations of the Borrower according with its terms; (iii) the valid choice of laws of the Grand Duchy of Luxembourg law and The Court of Justice of the European Union under this Contract, and (iv) the recognition and enforcement of judgments of The Court of Justice of the European Union in any proceedings taken in the Republic of Serbia in relation to this Contract;

(d) the Borrower shall have taken all action necessary to exempt from taxation for all payments of principal, interest and other sums due hereunder and to permit the payment of all such sums gross without deduction of tax at source shall have been taken; and

(e) any necessary exchange control consents shall have been obtained to permit receipt of disbursements hereunder, repayment of the same and payment of interest and all other amounts due hereunder; such consents must extend to the opening and maintenance of the accounts to which disbursement of the Credit is directed.

1.4.C All Tranches

The disbursement of each Tranche under Article 1.2, including the first, is subject to the following conditions:

(a) that the Bank has received, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the proposed Tranche, of the following documents or evidence:

(i) a certificate from the Borrower in the form of Schedule E signed by an authorised representative of the Borrower and dated no earlier than the date falling 15 (fifteen) days before the Scheduled Disbursement Date (and, in the case of deferment under Article 1.5, the Requested Deferred Disbursement Date or the Agreed Deferred Disbursement Date, respectively);

(ii) with the exception of the first Tranche, evidence that an amount equal to at least 80% (eighty per cent.) of the aggregate amount of all previous Tranches disbursed to the Borrower under this Contract, has been allocated to eligible schemes and 50% (fifty per cent.) of all previously disbursed sums have effectively been paid out towards any expenditure incurred with respect to an allocated scheme;

(iii) a copy of any other authorisation or other document, opinion or assurance which the Bank has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, this Contract or the legality, validity, binding effect or enforceability of the same; and

(b) that the Bank is satisfied that on the date of the relevant Disbursement Request and the Disbursement Date for the proposed Tranche:

(i) all facts and statements contained in the Recitals are true and correct in all respects;

(ii) the EU Guarantee is legal, valid, binding and enforceable and that no event or circumstance has occurred which could, in the opinion of the Bank, adversely affect the legal, valid, binding and enforceable nature of the EU Guarantee, its applicability to any Tranche under this Contract or the Bank’s right to make a demand under the EU Guarantee;

(iii) Republic of Serbia is an Eligible Country;

(iv) the Framework Agreement is legal, valid, binding and enforceable and that no event or circumstance has occurred which could, in the opinion of the Bank, adversely affect the legal, valid, binding and enforceable nature of the Framework Agreement; and

(c) that on the Scheduled Disbursement Date (and, in the case of deferment under Article 1.5, on the Requested Deferred Disbursement Date or the Agreed Deferred Disbursement Date, respectively) for the proposed Tranche:

(i) the representations and warranties which are repeated pursuant to Article 6.9 are correct in all respects; and

(ii) no event or circumstance which constitutes or would with the passage of time or giving of notice under this Contract constitute:

(1) an Event of Default; or

(2) a Prepayment Event

has occurred and is continuing unremedied or unwaived or would result from the disbursement of the proposed Tranche.

1.4.D Last Tranche

The disbursement of the last Tranche, is subject to the following additional conditions that the Bank has received, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the last Tranche, of the following documents or evidence that an amount equal to at least 90% (ninety per cent.) of the aggregate amount of all previous Tranches disbursed to the Borrower under this Contract, has been allocated to eligible schemes. For the remaining 10% (ten per cent), the Promoter has to provide a letter with the list of schemes expected to be allocated under this amount.

1.5 Deferment of disbursement

1.5.A Grounds for deferment

1.5.A(1) Borrower’s request

The Borrower may send a written request to the Bank requesting the deferral of the disbursement of an Accepted Tranche. The written request must be received by the Bank at least 5 (five) Business Days before the Scheduled Disbursement Date of an Accepted Tranche and specify:

a) whether the Borrower would like to defer the disbursement in whole or in part and if in part, the amount to be deferred; and

b) the date until which the Borrower would like to defer a disbursement of the above amount (the "Requested Deferred Disbursement Date"), which must be a date falling not later than:

(i) 6 (six) months from its Scheduled Disbursement Date;

(ii) 30 (thirty) days prior to the first Repayment Date of the Tranche; and

(iii) the Final Availability Date.

Upon receipt of such a written request, the Bank shall defer the disbursement of the relevant amount until the Requested Deferred Disbursement Date.

1.5.A(2) Failure to satisfy conditions to disbursement

(a) The disbursement of an Accepted Tranche shall be deferred if any condition for disbursement of such an Accepted Tranche referred to in Article 1.4 is not fulfilled both:

(i) at the date specified for fulfilment of such condition in Article 1.4; and

(ii) at its Scheduled Disbursement Date (or, where the Scheduled Disbursement Date has been deferred previously, the date expected for disbursement).

(b) The Bank and the Borrower shall agree the date until which the disbursement of such an Accepted Tranche shall be deferred (the "Agreed Deferred Disbursement Date"), which must be a date falling:

(i) not earlier than 7 (seven) Business Days following the fulfilment of all conditions of disbursement; and

(ii) not later than the Final Availability Date.

(c) Without prejudice to the Bank’s right to suspend and/or cancel the undisbursed portion of the Credit in whole or in part pursuant to Article 1.6.B, the Bank shall defer disbursement of such an Accepted Tranche until the Agreed Deferred Disbursement Date.

1.5.A(3) Deferment Indemnity

If disbursement of an Accepted Tranche is being deferred pursuant to paragraphs 1.5.A(1) or 1.5.A(2) above, the Borrower shall pay the Deferment Indemnity.

1.5.B Cancellation of a disbursement deferred by 6 (six) months

If a disbursement has been deferred by more than 6 (six) months in aggregate pursuant to Article 1.5.A, the Bank may notify the Borrower in writing that such disbursement shall be cancelled and such cancellation shall take effect on the date of such written notification. The amount of the disbursement which is cancelled by the Bank pursuant to this Article 1.5.B shall remain available for disbursement under Article 1.2.

1.6 Cancellation and suspension

1.6.A Borrower’s right to cancel

The Borrower may send a written notice to the Bank requesting the cancellation of the undisbursed portion of the Credit. The written notice:

a) must specify whether the Borrower would like to cancel the undisbursed portion of the Credit in whole or in part and, if in part, the amount of the Credit the Borrower would like to cancel; and

b) must not relate to an Accepted Tranche which has a Scheduled Disbursement Date falling within 5 (five) Business Days of the date of the notice.

Upon receipt of such written notice, the Bank shall cancel the requested undisbursed portion of the Credit with immediate effect.

1.6.B Bank’s right to suspend and cancel

(a) At any time upon the occurrence of the following events, the Bank may notify the Borrower in writing that the undisbursed portion of the Credit shall be suspended and/or (apart from on the occurrence of a Market Disruption Event) cancelled in whole or in part:

(i) a Prepayment Event;

(ii) an Event of Default;

(iii) an event or circumstance which would with the passage of time or giving of notice under this Contract constitute a Prepayment Event or an Event of Default;

(iv) if the Republic of Serbia is no longer an Eligible Country for operations under the Mandate;

(v) a Material Adverse Change; or

(vi) a Market Disruption Event provided the Bank has not received a Disbursement Acceptance.

(b) On the date of such written notification the relevant undisbursed portion of the Credit shall be suspended and/or cancelled with immediate effect. Any suspension shall continue until the Bank ends the suspension or cancels the suspended amount.

1.6.C Indemnity for suspension and cancellation of a Tranche

1.6.C(1) Suspension

If the Bank suspends an Accepted Tranche upon the occurrence of an Indemnifiable Prepayment Event or an Event of Default or upon the occurrence of a Material Adverse Change, the Borrower shall pay to the Bank the Deferment Indemnity calculated on the amount of disbursement suspended.

1.6.C(2) Cancellation

(a) If an Accepted Tranche which is a Fixed Rate Tranche is cancelled:

(i) by the Borrower pursuant to Article 1.6.A;

(ii) by the Bank upon an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B or Article 1.6.B(a)(iv),

the Borrower shall pay to the Bank the Prepayment Indemnity. The Prepayment Indemnity shall be calculated as if the cancelled amount had been disbursed and repaid on the Scheduled Disbursement Date or, to the extent that the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice.

(b) If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3.

1.7 Cancellation after Final Availability Date

On the day following the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, any part of the Credit in respect of which no Disbursement Acceptance has been received in accordance with Article 1.2.C shall be automatically cancelled, without any notice being served by the Bank to the Borrower and without liability arising on the part of either party.

1.8 Sums due under Article1.5and1.6

Sums due under Articles 1.5 and 1.6 shall be payable in EUR. Sums due under Articles 1.5 and 1.6 shall be payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.

1.9 Allocation Procedure

1.9A Allocation Requests

Between the date of this Contract and 3 (three) months prior to the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, the Borrower shall procure that the Promoter shall submit for approval of the Bank one or more allocation requests
(each an "Allocation Request") in line with the progress of disbursements.

If the Promoter has not delivered by 3 (three) months prior to the Final Availability Date an Allocation Request, the Bank may cancel the Credit.

For each scheme to be allocated, the Promoter will send ex-ante a completed allocation request, in accordance with the Project Fiche under Schedule F and subject to the Bank’s approval. The allocation request will be accompanied by additional project documents as specified in A.1 of Schedule A and Schedule F;

1.9B Allocation

Following such examination of a project as the Bank deems necessary, the Bank shall, at its discretion, either approve or decline the relevant Allocation Request and advise the Promoter of its decision.

In the event of approval the Bank shall issue to the Promoter a letter (hereinafter a "Letter of Allocation").

The Bank reserves the right to review the allocation procedures in view of the development of the Project.

1.9C Re-allocation

If the Promoter would like to reallocate any scheme already included in an allocation, they shall provide the Bank with appropriate information about the new schemes, in accordance with the format and instructions given above, subject to the Bank’s due diligence and approval.

If the Promoter does not request a re-allocation the Borrower shall prepay the Loan in accordance with Article 4.2B.

1.9D EIB Allocation Report

(a) The Borrower shall procure that the Promoter shall establish and maintain an internal reporting system for the monitoring of the Allocations (the "EIB Allocation Report"); and

(b) The Borrower shall procure that the Promoter shall provide the Bank with the EIB Allocation Report including information on all Projects to which allocations have been made under this Contract at the Bank’s request.

Article 2

The Loan

2.1 Amount of Loan

The Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit, as confirmed by the Bank pursuant to Article 2.3.

2.2 Currency of repayment, interest and other charges

Interest, repayments and other charges payable in respect of each Tranche shall be made by the Borrower in the currency in which the Tranche is disbursed.

Other payment, if any, shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment.

2.3 Confirmation by the Bank

Within 10 (ten) days after disbursement of each Tranche, the Bank shall deliver to the Borrower the amortisation table referred to in Article 4.1, if appropriate, showing the Disbursement Date, currency, the amount disbursed, the repayment terms and the interest rate of and for that Tranche.

Article 3

Interest

3.1 Rate of interest

3.1.A Fixed Rate Tranches

The Borrower shall pay interest on the outstanding balance of each Fixed Rate Tranche at the Fixed Rate quarterly, semi-annually or annually in arrear on the relevant Payment Dates as specified in the Disbursement Offer, commencing on the first such Payment Date following the Disbursement Date of the Tranche. If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date.

Interest shall be calculated on the basis of Article 5.1 (a).

3.1.B Floating Rate Tranches

The Borrower shall pay interest on the outstanding balance of each Floating Rate Tranche at the Floating Rate quarterly or semi-annually or annually in arrear on the relevant Payment Dates, as specified in the Disbursement Offer commencing on the first such Payment Date following the Disbursement Date of the Tranche. If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date.

The Bank shall notify the Borrower of the Floating Rate within 10 (ten) days following the commencement of each Floating Rate Reference Period.

If pursuant to Articles 1.5 and 1.6 disbursement of any Floating Rate Tranche takes place after the Scheduled Disbursement Date EURIBOR applicable to the first Floating Rate Reference Period shall apply as though the disbursement had been made on the Scheduled Disbursement Date.

Interest shall be calculated in respect of each Floating Rate Reference Period on the basis of Article 5.1.(b)

3.1.C Revision or Conversion of Tranches

Where the Borrower exercises an option to revise or convert the interest rate basis of a Tranche, it shall, from the effective Interest Revision/Conversion Date (in accordance with the procedure set out in Schedule D) pay interest at a rate determined in accordance with the provisions of Schedule D.

3.2 Interest on overdue sums

Without prejudice to Article 10 and by way of exception to Article 3.1, if the Borrower fails to pay any amount payable by it under this Contract on its due date, interest shall accrue on any overdue amount payable under the terms of this Contract from the due date to the date of actual payment at an annual rate equal to:

(a) for overdue sums related to Floating Rate Tranches, the applicable Floating Rate plus 2% (200 basis points);

(b) for overdue sums related to Fixed Rate Tranches, the higher of

(i) the applicable Fixed Rate plus 2% (200 basis points); and

(ii) EURIBOR plus 2% (200 basis points);

and shall be payable in accordance with the demand of the Bank. For the purpose of determining the EURIBOR in relation to this Article 3.2, the relevant periods within the meaning of Schedule B shall be successive periods of one month commencing on the due date. Any unpaid but due interest may be capitalised in conformity with article 1154 of the Luxembourg Civil Code. For the avoidance of doubt, capitalisation of interest shall occur only for interest due but unpaid for a period of more than one year. The Borrower hereby agrees in advance to have the unpaid interest due for a period of more than one year compounded and that as of the capitalisation, such unpaid interest will in turn produce interest at the interest rate set out in this Article 3.2.

If the overdue sum is in a currency other than the currency of the Loan, the following rate per annum shall apply, namely the relevant interbank rate that is generally retained by the Bank for transactions in that currency plus 2% (200 basis points), calculated in accordance with the market practice for such rate.

3.3 Market Disruption Event

If at any time from the receipt by the Bank of a Disbursement Acceptance in respect of a Tranche, and until the date falling 30 (thirty) calendar days prior to the Scheduled Disbursement Date, a Market Disruption Event occurs, the Bank may notify to the Borrower that this clause has come into effect. In such case, the following rules shall apply:

(a) The rate of interest applicable to such Accepted Tranche until the Maturity Date or the Interest Revision/Conversion Date if any, shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

The Borrower shall have the right to refuse in writing such disbursement within the deadline specified in the notice and shall bear charges incurred as a result, if any, in which case the Bank shall not effect the disbursement and the corresponding portion of the Credit shall remain available for disbursement under Article 1.2.B. If the Borrower does not refuse the disbursement in time, the parties agree that the disbursement and the conditions thereof shall be fully binding for both parties.

(b) The Spread or the Fixed Rate previously accepted by the Borrower shall no longer be applicable for that Tranche.

Article 4

Repayment

4.1 Normal repayment

4.1.A Repayment by instalments

(a) The Borrower shall repay each Tranche by instalments on the Repayment Dates specified in the relevant Disbursement Offer in accordance with the terms of the amortisation table delivered pursuant to Article 2.3.

(b) Each amortisation table shall be drawn up on the basis that:

(i) in the case of a Fixed Rate Tranche without an Interest Revision/Conversion Date, repayment shall be made quarterly, semi-annually or annually by equal instalments of principal or constant instalments of principal and interest;

(ii) in the case of a Fixed Rate Tranche with an Interest Revision/Conversion Date or a Floating Rate Tranche, repayment shall be made by equal quarterly, semi-annual or annual instalments of principal;

(iii) the first Repayment Date of each Tranche shall be a Payment Date falling not earlier than 30 (thirty) days from the Scheduled Disbursement Date and not later than the first Repayment Date immediately following the 5th (fifth) anniversary of the Scheduled Disbursement Date of the Tranche; and

(iv) the last Repayment Date of each Tranche shall be a Payment Date falling not earlier than 4 (four) years and not later than 30 (thirty) years from the Scheduled Disbursement Date.

4.2 Voluntary prepayment

4.2.A Prepayment option

Subject to Articles 4.2.B, 4.2.C and 4.4, the Borrower may prepay all or part of any Tranche, together with accrued interest and indemnities if any, upon giving a Prepayment Request with at least 30 (thirty) calendar days’ prior notice specifying:

(a) the Prepayment Amount;

(b) the Prepayment Date;

(d) the Contract Number.

The Prepayment Request shall be irrevocable.

4.2.B Prepayment indemnity

4.2.B(1) Fixed rate tranche

Subject to Article 4.2.B(3) below, if the Borrower prepays a Fixed Rate Tranche, the Borrower shall pay to the Bank on the Prepayment Date the Prepayment Indemnity in respect of the Fixed Rate Tranche which is being prepaid.

4.2.B(2) Floating rate tranche

Subject to Article 4.2.B(3) below, the Borrower may prepay a Floating Rate Tranche without indemnity on any relevant Payment Date.

4.2.B(3) REVISION/CONVERSION

Prepayment of a Tranche on its Interest Revision/Conversion Date may be effected without indemnity unless the Borrower has accepted in writing a Fixed Rate under an Interest Revision/Conversion Proposal, as accepted under Article 1.2.C or pursuant to Schedule D.

4.2.C Prepayment mechanics

Upon presentation by the Borrower to the Bank of a Prepayment Request, the Bank shall issue a Prepayment Notice to the Borrower, not later than 15 (fifteen) days prior to the Prepayment Date. The Prepayment Notice shall specify the Prepayment Amount, the accrued interest due thereon, the Prepayment Indemnity payable under Article 4.2.B or, as the case may be, that no indemnity is due, the method of application of the Prepayment Amount and if a Prepayment Indemnity is applicable, the deadline by which the Borrower may accept the Prepayment Notice.

If the Borrower accepts the Prepayment Notice no later than by the deadline (if any) specified in the Prepayment Notice, the Borrower shall effect the prepayment. In any other case, the Borrower may not effect the prepayment.

The Borrower shall accompany the payment of the Prepayment Amount by the payment of accrued interest, the Prepayment Indemnity and the fee under Article 4.2.D, if any, due on the Prepayment Amount, as specified in the Prepayment Notice.

4.2.D Administrative Fee

If the Borrower prepays a Tranche on a date other than a relevant Payment Date, or if the Bank exceptionally accepts, solely upon the Bank’s discretion, a Prepayment Request with prior notice of less than 30 (thirty) calendar days, the Borrower shall pay to the Bank an administrative fee in such amount as the Bank shall notify to the Borrower.

4.3 Compulsory prepayment

4.3.A Prepayment Events

4.3.A(1) Project cost reduction

If the total cost of the Project falls below the figure stated in Recital (b) so that the amount of the Credit exceeds

(a) 50% (fifty per cent) of such total cost of the Project, and/or

(b) when aggregated with the amount of any other funds from the European Union made available for the Project, 90% (ninety per cent),

the Bank may forthwith, by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding up to the amount by which the Credit exceeds the limits referred to in (a) or (b) above, together with accrued interest and all other amounts accrued and outstanding under this Contract in relation to the proportion of the Loan Outstanding to be prepaid. The Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

4.3.A(2) Pari Passu to non-EIB Financing

If the Borrower voluntarily prepays (for the avoidance of doubt, prepayment shall include a repurchase or cancellation where applicable) a part or the whole of any Non-EIB Financing and:

(a) such prepayment is not made within a revolving credit facility (save for the cancellation of the revolving credit facility);

(b) such prepayment is not made out of the proceeds of a loan or other indebtedness having a term at least equal to the unexpired term of the Non-EIB Financing prepaid;

the Bank may, by notice to the Borrower, cancel the undisbursed portion of the Credit and demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract in relation to the proportion of the Loan Outstanding to be prepaid. The proportion of the Loan Outstanding that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

The Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

For the purposes of this Article, "Non-EIB Financing" includes any loan (save for the Loan and any other direct loans from the Bank to the Borrower), credit bond or other form of financial indebtedness or any obligation for the payment or repayment of money originally granted to the Borrower for a term of more than 3 (three) years.

4.3.A(3) Change of law

The Borrower shall promptly inform the Bank if a Change-of-Law Event has occurred or is likely to occur. In such case, or if the Bank has reasonable cause to believe that a Change-of-Law Event has occurred or is about to occur, the Bank may request that the Borrower consult with it. Such consultation shall take place within 30 (thirty) days from the date of the Bank’s request. If, after the lapse of 30 (thirty) days from the date of such request for consultation the Bank is of the opinion that the effects of the Change-of-Law Event cannot be mitigated to its satisfaction, the Bank may by notice to the Borrower, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan Outstanding, together with accrued interest and all other amounts accrued and outstanding under this Contract.

The Borrower shall effect payment of the amount demanded on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

For the purposes of this Article "Change-of-Law Event" means the enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs after the date of this Contract and which, in the opinion of the Bank, would materially impair the Borrower’s ability to perform its obligations under this Contract.

4.3.A(4) Illegality

If:

(a) it becomes unlawful in any applicable jurisdiction for the Bank to perform any of its obligations as contemplated in this Contract or to fund or maintain the Loan;

(b) the Framework Agreement is or, in the reasonable opinion of the Bank, is likely to be:

(i) repudiated or terminated by Republic of Serbia or not binding on Republic of Serbia in any respect;

(ii) not effective in accordance with its terms or alleged by Republic of Serbia to be ineffective in accordance with its terms; or

(iii) breached as a result of Republic of Serbia ceasing to fulfil any obligation assumed by it in the Framework Agreement with respect to any loan made to any borrower in the territory of Republic of Serbia from the resources of the Bank or the European Union; or

(i) it is no longer valid or in full force and effect;

(ii) the conditions for cover thereunder are not fulfilled;

(iii) it does not apply to any Tranche disbursed or to be disbursed under this Contract; or

(iv) it is not effective in accordance with its terms or is alleged to be ineffective in accordance with its terms,

the Bank may by notice to the Borrower immediately (i) suspend or cancel the undisbursed portion of the Credit; and/or (ii) demand prepayment of the Loan, together with accrued interest and all other amounts accrued or outstanding under this Contract on the date indicated by the Bank in its notice to the Borrower.

4.3.B Prepayment mechanics

Any sum demanded by the Bank pursuant to Article 4.3.A, together with any interest or other amounts accrued or outstanding under this Contract including, without limitation, any indemnity due under Article 4.3.C, shall be paid on the date indicated by the Bank in its notice of demand.

4.3.C Prepayment indemnity

In the case of an Indemnifiable Prepayment Event, the indemnity, if any, shall be determined in accordance with Article 4.2.B.

4.4 General

4.4.A No prejudice to Article 10

This Article 4 shall not prejudice Article 10.

4.4.B No reborrowing

A repaid or prepaid amount may not be reborrowed.

Article 5

Payments

5.1 Day count convention

Any amount due by way of interest or indemnity from the Borrower under this Contract, and calculated in respect of a fraction of a year, shall be determined on the following respective conventions:

(a) in respect of interest and indemnities due under a Fixed Rate Tranche, a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days;

(b) in respect of interest and indemnities due under a Floating Rate Tranche, a year of 360 (three hundred and sixty) days and the number of days elapsed.

5.2 Time and place of payment

(a) Unless otherwise specified in this Contract or in the Bank’s demand, all sums other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand;

(b) Each sum payable by the Borrower under this Contract shall be paid to the relevant account notified by the Bank to the Borrower. The Bank shall notify the account not less than 15 (fifteen) days before the due date for the first payment by the Borrower and shall notify any change of account not less than 15 (fifteen) days before the date of the first payment to which the change applies. This period of notice does not apply in the case of payment under Article 10;

(d) A sum due from the Borrower shall be deemed paid when the Bank receives it;

(e) Any disbursements by and payments to the Bank under this Contract shall be made using account(s) acceptable to the Bank. Any account in the name of the Borrower held with a duly authorised financial institution in the jurisdiction where the Borrower is incorporated or where the Project is undertaken is deemed acceptable to the Bank.

5.3 No set-off by the Borrower

All payments to be made by the Borrower under this Contract shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

5.4 Disruption to Payment Systems

If either the Bank determines (in its discretion) that a Disruption Event has occurred or the Bank is notified by the Borrower that a Disruption Event has occurred:

(a) the Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of this Contract as the Bank may deem necessary in the circumstances;

(b) the Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) of this Article 5.4 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and

(c) the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 5.4.

5.5 Application of sums received

5.5.A General

Sums received from the Borrower shall only discharge its payment obligations if received in accordance with the terms of this Contract.

5.5.B Partial payments

If the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Contract, the Bank shall apply that payment:

(a) first, in or towards pro rata to each of any unpaid fees, costs, indemnities and expenses due under this Contract;

(b) secondly, in or towards payment of any accrued interest due but unpaid under this Contract;

(d) fourthly, in or towards payment of any other sum due but unpaid under this Contract.

5.5.C Allocation of sums related to Tranches

(a) In case of:

(i) a partial voluntary prepayment of a Tranche that is subject to a repayment in several instalments, the Prepayment Amount shall be applied pro rata to each outstanding instalment, or, at the request of the Borrower, in inverse order of maturity; or

(ii) a partial compulsory prepayment of a Tranche that is subject to a repayment in several instalments, the Prepayment Amount shall be applied in reduction of the outstanding instalments in inverse order of maturity.

(b) Sums received by the Bank following a demand under Article 10.1 and applied to a Tranche, shall reduce the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion;

(c) In case of receipt of sums which cannot be identified as applicable to a specific Tranche, and on which there is no agreement between the Bank and the Borrower on their application, the Bank may apply these between Tranches at its discretion.

Article 6

Borrower undertakings and representations

The undertakings in this Article 6 remain in force from the date of this Contract for so long as any amount is outstanding under this Contract or the Credit is in force.

A. PROJECT UNDERTAKINGS

6.1 Use of Loan and availability of other funds

The Borrower shall use all amounts borrowed by it under this Contract for the execution of the Project.

The Borrower shall ensure that it has available to it the other funds listed in Recital (b) and that such funds are expended, to the extent required, on the financing of the Project.

The Loan proceeds shall not be used for the payment of value added tax on sales of goods and services and import of goods and services, costs of customs duties and other import duties, taxes and other impositions occurring in the execution of implementation of the Project.

6.2 Completion of Project

The Borrower shall, and shall ensure that the Promoter will, carry out the Project in accordance with the Technical Description as may be modified from time to time with the approval of the Bank, and complete it by the final date specified therein.

6.3 Increased cost of Project

If the total cost of the Project exceeds the estimated figure set out in Recital (b), the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description. The plans for funding the excess cost shall be communicated to the Bank without delay.

6.4 Procurement procedure

The Borrower undertakes to purchase equipment, secure services and order works for the Project by acceptable procurement procedures complying, to the Bank’s satisfaction, with its policy as described in its Guide to Procurement.

The review procedures for remedies, as provided for in Serbian law, shall be available to any party having had an interest in obtaining a particular contract and who has been or risk being harmed by an alleged infringement.

6.5 Continuing Project undertakings

The Borrower shall, and ensure that the Promoter shall (as applicable):

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

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

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

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

(e) Environment and Social: implement and operate the Project in compliance with Environmental and Social Standards; and obtain, maintain and comply with requisite Environmental or Social Approvals for the Project;

(f) EU law: execute and operate the Project in accordance with the relevant laws of Republic of Serbia and the relevant standards of EU law, save for any general derogation made by the European Union; and

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

6.6 Additional Undertakings

The Borrower, directly or by means of the Promoter, shall:

(i) promptly inform the Bank of any changes occurring with regards to the Project Implementation Unit;

(ii) maintain an adequately staffed Project Implementation Unit until project completion with proper experience in procurement as well as preparing and reviewing of design, cost analysis benefit, feasibility and environmental and social impact assessment studies in water sector projects, supported by suitably experienced consultants, to the satisfaction of the Bank;

(iii) allocate the funds to the eligible schemes with procedures modulated according to the scheme size and in line with applicable loan procedures as indicated in Schedule F;

(iv) ensure that the Promoter verifies the compliance of the schemes with the relevant and applicable public procurement procedures;

(v) ensure that there is no double-financing of the schemes with other IFI loans with the same borrower;

(vi) promptly inform the Bank when the implementation of any allocated scheme is suspended or the scheme is cancelled;

(vii) ensure that the review procedures for remedies, as provided in Serbian law, shall be available to any party having had an interest in obtaining a particular contract and who has been or risks being harmed by an alleged infringement. The remedy mechanism procedures have to be included in all tender dossiers;

(viii) submit the detailed procurement plan before each allocation and will promptly inform the Bank of any changes to the initial procurement plan(s);

(ix) consult with the Bank regarding the amendment of the contracts financed by the Bank and shall seek the Banks non-objection prior to entering into any material amendments to contracts financed by the Bank;

(x) ensure that the municipal public water utility companies will move towards full O&M cost-recovery tariffs, as envisaged by the National Water Management Strategy. Until that objective has been achieved, the Borrower shall ensure that the municipalities receiving financing will commit themselves to finance any deficit between the full cost of operation & maintenance and tariff revenues;

(xi) not commit any EIB funds against schemes that require an EIA or biodiversity assessment according to national law and EU EIA related Directives without, prior to commitment, receiving the consent from the competent authority, and the Non-Technical Summary of the EIA and the EIA having been made available to the public, for publication on the Bank’s website, as specified in Schedule A;

(xii) store and maintain updated the relevant documents (including environmental studies related to the ESIA, Nature/Biodiversity Assessments, Environmental, Social Management Plans, Resettlement Action Plans and Stakeholder Engagement Plans) to be provided to the Bank upon request. In case the EIB requires such documentation, the Promoter shall provide all documents requested promptly, as specified in Schedule A;

(xiii) verify the compliance of the schemes with the relevant and applicable rules of national and EU legislation, in particular in the field of environment;

(xiv) implement and operate the Project in compliance with Environmental and Social Standards, and ILO Standards, in particular with the inclusion of provision (for contractors) for the respect of: principles of equal treatment and non-discrimination in employment and at the workplace, and equal access for men and women to employment opportunities.

The Bank may identify additional undertakings in the allocation process and associated appraisal of individual Project schemes.

B. GENERAL UNDERTAKINGS

6.7 Compliance with laws

The Borrower shall comply in all respects with all laws and regulations to which it or the Project is subject.

6.8 Integrity

(a) Prohibited Conduct:

(i) The Borrower shall not and shall procure that the Promoter shall not engage in (and shall not authorise or permit any other Person acting on its behalf to engage in) any Prohibited Conduct in connection with the Project, any tendering procedure for the Project, or any transaction contemplated by the Contract;

(ii) The Borrower undertakes and shall procure that the Promoter undertakes to take such action as the Bank shall reasonably request to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project;

(iii) The Borrower undertakes and shall procure that the Promoter undertakes to ensure that contracts financed by this Loan include the necessary provisions to enable the Borrower or the Promoter to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project.

(b) Sanctions: The Borrower shall not and shall procure that the Promoter shall not (i) enter into a business relationship with any Sanctioned Person, or (ii) make any funds available to or for the benefit of, directly or indirectly, any Sanctioned Person;

(c) Borrower’s and Promoter’s Official: The Borrower undertakes and shall procure that the Promoter undertakes to take within a reasonable timeframe appropriate measures in respect of any member of its management bodies who:

(i) becomes a Sanctioned Person; or

(ii) is indicted or is convicted by a court or is subject of the lifting of immunity in connection with Prohibited Conduct

in order to ensure that such member is suspended, dismissed or in any case excluded from any Borrower’s or Promoter’s activity in relation to the Loan and to the Project.

6.9 General Representations and Warranties

The Borrower represents and warrants to the Bank that:

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

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

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

(i) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;

(ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Contract.

(d) there has been no Material Adverse Change since 27 November 2018 on which the Bank’s Management Committee approved this loan operation as documented under this Contract;

(e) no event or circumstance which constitutes a Prepayment Event or an Event of Default has occurred and is continuing unremedied or unwaived;

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

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

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

(i) it is in compliance with Article 6.5 (e) and to the best of its knowledge and belief (having made due and careful enquiry) no Environmental or Social Claim has been commenced or is threatened against it;

(j) it is in compliance with all undertakings under this Article 6;

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

(l) neither the Borrower its officers and directors nor any other person acting on its or their behalf or under its or their control has committed nor will commit (i) any Prohibited Conduct in connection with the Project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering; and

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

The representations and warranties set out above shall survive the execution of this Contract and are, with the exception of the representation set out in paragraph (d) above, deemed repeated on each date of Disbursement Acceptance, Disbursement Date and on each Payment Date.

Article 7

Security

The undertakings in this Article 7 remain in force from the date of this Contract for so long as any amount is outstanding under this Contract or the Credit is in force.

7.1 Pari passu ranking

The Borrower shall ensure that its payment obligations under this Contract rank, and will rank, not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law.

In particular, if the Bank makes a demand under Article 10.1 or if an event or potential event of default under any unsecured and unsubordinated External Debt Instrument of the Borrower or of any of its agencies or instrumentalities has occurred and is continuing, the Borrower shall not make (or authorize) any payment in respect of any other such External Debt Instrument (whether regularly scheduled or otherwise) without simultaneously paying, or setting aside in a designated account for payment on the next Payment Date a sum equal to, the same proportion of the debt outstanding under this Contract as the proportion that the payment under such External Debt Instrument bears to the total debt outstanding under that External Debt Instrument. For this purpose, any payment of an External Debt Instrument that is made out of the proceeds of the issue of another instrument, to which substantially the same persons as hold claims under the External Debt Instrument have subscribed, shall be disregarded.

In this Contract, "External Debt Instrument" means (a) an instrument, including any receipt or statement of account, evidencing or constituting an obligation to repay a loan, deposit, advance or similar extension of credit (including without limitation any extension of credit under a refinancing or rescheduling agreement), (b) an obligation evidenced by a bond, debenture or similar written evidence of indebtedness or (c) a guarantee granted by the Borrower for an obligation of a third party; provided in each case that such obligation is: (i) governed by a system of law other than the law of the Borrower; or (ii) payable in a currency other than the currency of the Borrower’s country; or (iii) payable to a person incorporated, domiciled, resident or with its head office or principal place of business outside the Borrower’s country.

7.2 Additional Security

If the Borrower grant to a third party any security for the performance of any External Debt Instrument or any preference or priority in respect thereof, the Borrower shall, if so required by the Bank, provide to the Bank equivalent security for the performance of its obligations under this Contract or grant to the Bank equivalent preference or priority.

7.3 Clauses by inclusion

If the Borrower concludes with any other financial creditor a financing agreement that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is not provided for in this Contract or is more favourable to the relevant financial creditor than any equivalent provision of this Contract is to the Bank, the Borrower shall promptly inform the Bank and shall provide a copy of the more favourable provision to the Bank. The Bank may request that the Borrower promptly executes an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank.

Article 8

Information and Visits

8.1 Information concerning the Project

The Borrower shall, and shall procure that the Promoter shall (as applicable):

(a) deliver to the Bank:

(i) the information in content and in form, and at the times, specified in A.2 of Schedule A or otherwise as agreed from time to time by the parties to this Contract; and

(ii) any such information or further document concerning the financing, procurement, implementation, operation of the Project and related environmental or social matters as the Bank may reasonably require within a reasonable time;

provided always that if such information or document is not delivered to the Bank on time, and the Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at the Borrower’s expense, as applicable (within the limit of reasonable and duly documented expenses) and the Borrower, as applicable, shall provide such persons with all assistance necessary for the purpose;

(b) submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;

(i) any action or protest initiated or any objection raised by any third party or any genuine complaint received by the Borrower or the Promoter or any Environmental or Social Claim that is to its knowledge commenced, pending or threatened against it with regard to any matters affecting the Project;

(ii) true copies of contracts financed with the proceeds of the Loan and evidence of expenditures relating to disbursements;

(iii) any fact or event known to the Borrower or the Promoter, which may substantially prejudice or affect the conditions of execution or operation of the Project;

(iv) any non-compliance by it with any Environmental and Social Standard;

(v) any suspension, revocation or modification of any Environmental or Social Approval,

(vi) a genuine allegation or complaint with regard to any Prohibited Conduct related to the Project;

(vii) should it become aware of any fact or information confirming or reasonably suggesting that (a) any Prohibited Conduct has occurred in connection with the Project, or (b) any of the funds invested in its share capital or in the Project was derived from an illicit origin;

and set out the action to be taken with respect to such matters.

8.2 Information concerning the Borrower

The Borrower shall:

(a) deliver to the Bank:

(i) from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary; and

(ii) any such information or further document concerning customer due diligence matters of or for the Borrower and/or the Promoter to comply with "know your customer" (KYC) or similar identification procedures as the Bank may reasonably require within a reasonable time;

as the Bank may deem necessary or may reasonably require to be provided within a reasonable time, and

(b) inform the Bank immediately of:

(i) any fact which obliges it to prepay any financial indebtedness or any European Union funding;

(ii) any event or decision that constitutes or may result in a Prepayment Event;

(iii) any intention on its part to relinquish ownership of any material component of the Project;

(iv) any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrower under this Contract;

(v) any Event of Default having occurred or being threatened or anticipated;

(vi) any fact or event which results in (a) any member of its or Promoter’s management bodies or (b) any of its controlling entities being a Sanctioned Person;

(vii) to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against the Borrower, the Promoter or its controlling entities or members of the Borrower’s or Promoter’s management bodies in connection with Prohibited Conduct related to the Loan or the Project;

(viii) any measure taken by the Borrower pursuant to Article 6.8 of this Contract;

(ix) any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.

8.3 Visits, Right of Access and Investigation

The Borrower acknowledges, and shall ensure that the Promoter will acknowledge, that the Bank may be obliged to communicate information relating to the Borrower, the Promoter and the Project to any competent institution or body of the European Union in accordance with the relevant mandatory provisions of European Union law.

(a) The Borrower shall allow persons designated by the Bank, as well as persons designated by the competent EU institutions including the European Court of Auditors, the European Commission and the European Anti-Fraud Office to:

(i) visit the sites, installations and works comprising the Project and to conduct such checks as they may wish for purposes connected with this Contract and the financing of the Project;

(ii) interview representatives of the Borrower and/or Promoter, and not obstruct contacts with any other person involved in or affected by the Project; and

(iii) review the Borrower’s and/or Promoter’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.

(b) The Borrower shall facilitate investigations by the Bank and by other competent European Union institutions or bodies in connection with any alleged or suspected occurrence of a Prohibited Conduct and shall provide the Bank, or ensure that the Bank is provided, with all necessary assistance for the purposes described in this Article.

Article 9

Charges and expenses

9.1 Taxes, duties and fees

The Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of this Contract or any related document and in the creation, perfection, registration or enforcement of any Security for the Loan to the extent applicable.

The Borrower shall pay all principal, interest, indemnities and other amounts due under this Contract gross without any withholding or deduction of any national or local impositions whatsoever required by law or under an agreement with a governmental authority or otherwise. If the Borrower is obliged to make any such withholding or deduction, it shall gross up the payment to the Bank so that after withholding or deduction, the net amount received by the Bank is equivalent to the sum due.

In such cases, the Borrower shall ensure that the proceeds of the Loan shall not be used for financing of customs duties and Taxes levied by, or in the territory of, the Borrower in respect of all goods, works and services procured by the Promoter for the purposes of the Project.

9.2 Other charges

The Borrower shall bear all charges and expenses, including professional, banking or exchange charges incurred in connection with the preparation, execution, implementation, enforcement and termination of this Contract or any related document, any amendment, supplement or waiver in respect of this Contract or any related document, and in the amendment, creation, management, enforcement and realisation of any security for the Loan.

9.3 Increased costs, indemnity and set-off

(a) The Borrower shall pay to the Bank any costs or expenses incurred or suffered by the Bank as a consequence of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation which occurs after the date of signature of this Contract, in accordance with or as a result of which:

(i) the Bank is obliged to incur additional costs in order to fund or perform its obligations under this Contract, or

(ii) any amount owed to the Bank under this Contract or the financial income resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced or eliminated.

(b) Without prejudice to any other rights of the Bank under this Contract or under any applicable law, the Borrower shall indemnify and hold the Bank harmless from and against any loss incurred as a result of any full or partial discharge that takes place in a manner other than as expressly set out in this Contract.

(c) The Bank may set off any matured obligation due from the Borrower under this Contract (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by the Bank to the Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Bank may set off in an amount estimated by it in good faith to be the amount of that obligation.

Article 10

Events of Default

10.1 Right to demand repayment

The Borrower shall repay all or part of the Loan Outstanding (as requested by the Bank) forthwith, together with accrued interest and all other accrued or outstanding amounts under this Contract, upon written demand being made by the Bank in accordance with the following provisions.

10.1.A Immediate demand

The Bank may make such demand immediately without prior notice (mise en demeure préalable) or any judicial or extra judicial step:

(a) if the Borrower does not pay on the due date any amount payable pursuant to this Contract at the place and in the currency in which it is expressed to be payable, unless:

(i) its failure to pay is caused by an administrative or technical error or a Disruption Event and

(ii) payment is made within 3 (three) Business Days of its due date;

(b) if any information or document given to the Bank by or on behalf of the Borrower or any representation, warranty or statement made or deemed to be made by the Borrower in or pursuant to this Contract or in connection with the performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect;

(c) if, following any default of the Borrower in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan:

(i) the Borrower is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or

(ii) any financial commitment for such other loan or obligation is cancelled or suspended;

(d) if the Borrower is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors;

(e) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority any property forming part of the Project;

(f) if the Borrower defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;

(g) if the Borrower defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;

(h) if any expropriation, attachment, arrestment, distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Project and is not discharged or stayed within 14 (fourteen) days;

(i) if a Material Adverse Change occurs, as compared with the Borrower’s condition at the date of this Contract; or

(j) if it is or becomes unlawful for the Borrower to perform any of its obligations under this Contract or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.

10.1.B Demand after notice to remedy

The Bank may also make such demand without prior notice (mise en demeure préalable) or any judicial or extra judicial step (without prejudice to any notice referred to below):

(a) if the Borrower fails to comply with any provision of this Contract other than those referred to in or Article 10.1.A; or

(b) if any fact related to the Borrower or the Project stated in the Recitals materially alters and is not materially restored and if the alteration either prejudices the interests of the Bank as lender to the Borrower or adversely affects the implementation or operation of the Project,

unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within a reasonable period of time specified in a notice served by the Bank on the Borrower.

10.2 Other rights at law

Article 10.1 shall not restrict any other right of the Bank at law to require prepayment of the Loan Outstanding.

10.3 Indemnity

10.3.A Fixed Rate Tranches

In case of demand under Article 10.1 in respect of any Fixed Rate Tranche, the Borrower shall pay to the Bank the amount demanded together with the indemnity on any amount of principal due to be prepaid. Such indemnity shall (i) accrue from the due date for payment specified in the Bank’s notice of demand and be calculated on the basis that prepayment is effected on the date so specified, and (ii) be for the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of the prepayment) of the excess, if any, of:

(a) the interest that would accrue thereafter on the amount prepaid over the period from the date of prepayment to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not prepaid; over

(b) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.15% (fifteen basis points).

The said present value shall be calculated at a discount rate equal to the Redeployment Rate, applied as of each relevant Payment Date of the applicable Tranche.

10.3.B Floating Rate Tranches

In case of demand under Article 10.1 in respect of any Floating Rate Tranche, the Borrower shall pay to the Bank the amount demanded together with a sum equal to the present value of 0.15% (fifteen basis points) per annum calculated and accruing on the amount of principal due to be prepaid in the same manner as interest would have been calculated and would have accrued, if that amount had remained outstanding according to the applicable amortisation schedule of the Tranche, until the Interest Revision/Conversion Date, if any, or the Maturity Date.

The value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date.

10.3.C General

Amounts due by the Borrower pursuant to this Article 10.3 shall be payable on the date specified in the Bank’s demand.

10.4 Non-Waiver

No failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Contract shall be construed as a waiver of such right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by law.

Article 11

Law and dispute resolution, miscellaneous

11.1 Governing Law

This Contract shall be governed by the laws of the Grand Duchy of Luxembourg.

11.2 Jurisdiction

(a) The Court of Justice of the European Union has exclusive jurisdiction to settle any dispute arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity);

(b) The parties agree that the Court of Justice of the European Union is the most appropriate and convenient court to settle any disputes between them and, accordingly, that they will not argue to the contrary;

(c) The parties to this Contract hereby waive any immunity from or right to object to the jurisdiction of the Court of Justice of the European Union. A decision of the Court of Justice of the European Union given pursuant to this Article shall be conclusive and binding on each party without restriction or reservation.

11.3 Place of performance

Unless otherwise specifically agreed by the Bank in writing, the place of performance under this Contract, shall be the seat of the Bank.

11.4 Evidence of sums due

In any legal action arising out of this Contract the certificate of the Bank as to any amount or rate due to the Bank under this Contract shall, in the absence of manifest be prima facie evidence of such amount or rate.

11.5 Entire Agreement

This Contract constitutes the entire agreement between the Bank and the Borrower in relation to the provision of the Credit hereunder, and supersedes any previous agreement, whether express or implied, on the same matter.

11.6 Invalidity

If at any time any term of this Contract is or becomes illegal, invalid or unenforceable in any respect, or this Contract is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this Contract or the effectiveness in any other respect of this Contract in that jurisdiction; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this Contract or the effectiveness of this Contract under the laws of such other jurisdictions.

11.7 Amendments

Any amendment to this Contract shall be made in writing and shall be signed by the parties hereto.

Article 12

Final clauses

12.1 Notices

12.1.A Form of Notice

(a) Any notice or other communication given under this Contract must be in writing and, unless otherwise stated, may be made by letter, electronic mail and facsimile.

(b) Notices and other communications for which fixed periods are laid down in this Contract or which themselves fix periods binding on the addressee, may be made by hand delivery, registered letter, facsimile or by electronic mail. Such notices and communications shall be deemed to have been received by the other party:

(i) on the date of delivery in relation to a hand-delivered or registered letter;

(ii) on receipt of transmission in relation to a facsimile;

(iii) in the case of any electronic mail sent between the parties to this Contract, only when actually received in readable form and only if it is addressed in such a manner as the Bank shall specify for this purpose, or

(i) mention the Contract Number in the subject line; and

(ii) be in the form of a non-editable electronic image (pdf, tif or other common non editable file format agreed between the parties) of the notice signed by an Authorised Signatory with individual representation right or by two or more Authorised Signatories with joint representation right of the Borrower as appropriate, attached to the electronic mail.

(d) Notices issued by the Borrower pursuant to any provision of this Contract shall, where required by the Bank, be delivered to the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the Borrower and the authenticated specimen signature of such person or persons.

(e) Without affecting the validity of electronic mail or facsimile notices or communication made in accordance with this Article 12.1, the following notices, communications and documents shall also be sent by registered letter to the relevant party at the latest on the immediately following Business Day:

(i) Disbursement Acceptance;

(ii) any notices and communication in respect of the deferment, cancellation and suspension of a disbursement of any Tranche, interest revision or conversion of any Tranche, Market Disruption Event, Prepayment Request, Prepayment Notice, Event of Default, any demand for prepayment; and

(iii) any other notice, communication or document required by the Bank.

(f) The parties agree that any above communication (including via electronic mail) is an accepted form of communication, shall constitute admissible evidence in court and shall have the same evidential value as an agreement under hand.

12.1.B Addresses

The address, fax number and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication to be made or document to be delivered under or in connection with this Contract is:

For the Bank	Attention: OPS/MA-3 PUB SEC (SI,HR,WBs) 100 boulevard Konrad Adenauer L-2950 Luxembourg Facsimile no: +352 4379 58417 E-mail address: OPS_MA-3_SecDiv@eib.org
For the Borrower	Ministry of Finance 20 Kneza Milosa Street 11000 Belgrade Republic of Serbia Facsimile no: +381 11 3618 961 E-mail address: kabinet@mfin.gov.rs; and uprava@javnidug.gov.rs

12.1.C Notification of communication details

The Bank and the Borrower shall promptly notify the other party in writing of any change in their respective communication details.

12.2 English language

(a) Any notice or communication given under or in connection with this Contract must be in English;

(b) All other documents provided under or in connection with this Contract must be:

(i) in English; or

(ii) if not in English, and if so required by the Bank, accompanied by a certified English translation and, in this case, the English translation will prevail.

12.3 Entry into force

This Contract shall enter into force upon confirmation by the Bank to the Borrower that it has received a copy of the Official Gazette of the Republic of Serbia publishing the law on ratification of this Contract by the Parliament of the Republic of Serbia.

12.4 Recitals, Schedules

The Recitals and following Schedules form part of this Contract:

A. Project Specification and Reporting

B. Definition of EURIBOR

C. Forms for Borrower

D. Interest Rate Revision and Conversion

E. Certificate to be provided by the Borrower

F. Project Fiche Template for Allocation Request

The parties hereto have caused this Contract to be executed in 6 (six) originals in the English language.

At Belgrade, this 7 May 2019	At Luxembourg, this 29 April 2019
Signed for and on behalf of THE REPUBLIC OF SERBIA	Signed for and on behalf of EUROPEAN INVESTMENT BANK
Minister of Finance	Head of Division	Deputy Head of Division
Siniša Mali	Jacopo Lensi Orlandi	Jean-Marc Martin

Schedule A

PROJECT SPECIFICATION AND REPORTING

A.1 TECHNICAL DESCRIPTION

Purpose, Location

This loan supports development of water and sanitation infrastructure in the participating municipalities in Serbia’s regions. The project will be co-financed by an EIB loan, an ERI investment grant and local funds.

Description

The project envisages a series of small-scale projects addressing water supply and/or sanitation deficiencies and needs in Serbia.

The following types of works are eligible under the project:

- Rehabilitation, modernisation and extension of water supply infrastructure, such as water intakes, water treatment plants, raw or treated water transmission mains, water supply networks including pumping stations and house connections.

- Rehabilitation, modernisation, and extension of wastewater collection and treatment infrastructure, such as sewer networks including house connections and pumping stations, wastewater treatment plants, purchase of specialised vehicles.

The following consultancy services are eligible under the project:

- Support to PIMO/PIU and Beneficiaries (procurement and implementation)

- Project preparation, studies (feasibility, environmental, technical, social, economic, etc.), designs

-Supervision of works

Calendar

The project is expected to be implemented between 2019 and 2024.

Allocation procedure

The Bank’s loan will be allocated to the eligible schemes in line with measures listed in the technical description with procedures commensurate with the scheme size and in line with applicable loan procedures:

a) Eligible schemes with an investment cost below EUR 25m (twenty five million euros) are submitted to the Bank for approval before allocating Bank funds to the schemes, using a template as defined in Schedule F. The Bank keeps the right to ask for additional information. A partial or in-depth appraisal of the scheme will be undertaken, if judged necessary. Appraisal of such schemes may result in additional conditions and/or undertakings that will be stated in the Allocation Letter. Should the Borrower not accept these conditions/undertakings it should inform the Bank in writing within 10 (ten) days from the receipt of the Allocation Letter and the Bank will proceed with reallocation;

b) Eligible schemes with a cost above EUR 25m (twenty five million euros) are to be treated, in principle, as separate loans and appraised separately by the Bank’s services. Schemes will be subject to approval before allocation of the loan’s funds to the scheme. The Promoter shall provide documentation requested by the Bank, at its discretion, as individually indicated by the Bank to the Promoter. Appraisal of such schemes may result in additional conditions and/or undertakings that will be stated in the Allocation Letter. Should the Borrower not accept these conditions/undertakings it should inform the Bank in writing within 10 (ten) days from the receipt of the Allocation Letter and the Bank will proceed with reallocation;

c) The Promoter should provide together with an allocation request the documentation required for procurement monitoring for all contracts subject to national procurement procedures and signed prior to the date of the allocation request (unless it has been provided with the previous allocations);

d) Prior to allocating financing to a scheme entailing new construction, the Promoter shall submit to the Bank (where required):

(i) A copy of the ESIA report (environmental and social impact assessment), including a non-technical summary, satisfactory to the Bank;

(ii) The EIA approval or the Environmental Permit issued by the relevant Authorities in Serbia, as well as relevant Ecological Permit or Habitats form;

(iii) The Environmental and Social Management Plans (ESMP);

(iv) The Resettlement Action Plan (RAP);

For schemes related to upgrading infrastructure or facilities along the same alignment or on the same premises, the Promoter needs to submit the screening document which states whether a full EIA is required or not prior to disbursement against each such scheme. If screening results in the need for a full EIA then the conditions mentioned above for new construction will apply.

Eligibility

The eligibility criteria include a requirement for the Promoter to verify the compliance of the schemes with the relevant and applicable Bank’s policies and guidelines as well as Serbian law. All schemes shall be technically, economically and financially viable and sustainable, comply with the Bank’s environmental and social standards1, and be undertaken following the procedures as described in the Bank’s Guide to Procurement.

The following costs will not be eligible for Bank financing: recoverable VAT and other taxes and duties, land acquisition, maintenance and operating costs, purchase of licences and interest during construction.

A.2 PROJECT INFORMATION TO BE SENT TO THE BANK AND METHOD OF TRANSMISSION

1. Dispatch of information: designation of the person responsible

The information below has to be sent to the Bank under the responsibility of:

	Financial Contact	Technical Contact
Company	Government of the Republic of Serbia Public Investment Management Office (PIMO)	Government of the Republic of Serbia Public Investment Management Office (PIMO)
Contact person	Sandra Nedeljković	Sandra Nedeljković
Title
Function / Department financial and technical	Acting Deputy Director	Acting Deputy Director
Address	Nemanjina 11 Belgrade	Nemanjina 11 Belgrade
Phone	+381 (0) 11 3617-584	+381 (0) 11 3617-584
Fax	+381 (0) 11 3617-737	+381 (0) 11 3617-737
Email	sandra.nedeljkovic@obnova.gov.rs	sandra.nedeljkovic@obnova.gov.rs

The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.

The Promoter shall inform the EIB immediately in case of any change.

2. Information on specific subjects

The Promoter shall deliver to the Bank the following information at the latest by the deadline indicated below.

Document / information	Deadline
Fiche For each scheme or package of schemes to be included in the project, the Promoter will provide the Bank with a completed fiche, in accordance with the format and instructions in Schedule F.	At allocation stage
EIA For each scheme or package of schemes to be included in the project, the Promoter will provide the Bank with the EIAs (including the Non Technical Summaries) for any scheme requiring an EIA, or confirmation that the proposed schemes have been screened out.	Prior to disbursement against the concerned scheme
Forms A and B or similar For each scheme or package of schemes to be included in the project with a potential effect on a conservation site as a result of their proximity to the site, a form similar to Form A or B (which will be provided by the Bank on request) should be submitted, or confirmation provided that the schemes will not have any potential effect on habitats or conservation site.	Prior to disbursement against the concerned scheme

_______
1 EIB Environmental and Social Handbook

3. Information on the project’s implementation

The Promoter shall deliver to the Bank the following information on project progress during implementation at the latest by the deadline indicated below.

Document / information	Deadline	Frequency of reporting
Project Progress Report - A brief update on the Technical Description, explaining the reasons for significant changes vs. initial scope; - Update on the date of completion of each of the main project’s components, explaining reasons for any possible delay; - Update on the cost of the project, explaining reasons for any possible cost variations vs. initial budgeted cost; - A description of any major issue with impact on the environment; - Update of the procurement plan; - Update on the project’s demand or usage and comments; - Any significant issue that has occurred and any significant risk that may affect the project’s operation; - Any legal action concerning the project that may be on-going; -Non-confidential project-related pictures, if available.	Starting 7 months after finance contract signature for the first 6 months	Semi - annually

4. Information on the end of works and first year of operation

The Promoter shall deliver to the Bank the following information on project completion and initial operation at the latest by the deadline indicated below.

Document / information	Date of delivery to the Bank
Project Completion Report, including: - A final Technical Description of the project as completed, explaining the reasons for any significant change compared to the Technical Description in A.1.; - The date of completion of each of the main project’s components, explaining reasons for any possible delay; - The final cost of the project, explaining reasons for any possible cost variations vs. initial budgeted cost; - Employment effects of the project: person-days required during implementation as well as permanent new jobs created; - A description of any major issue with impact on the environment or social impacts; - Update on procurement procedures and explanation of deviations from the procurement plan ; - Update on the project’s demand or usage and comments; - Any significant issue that has occurred and any significant risk that may affect the project’s operation; - Any legal action concerning the project that may be on going. - Non-confidential project-related pictures, if available.	15 months after completion of the project
- An update on the following Monitoring Indicators: o Capacity of sewage treatment plants constructed or rehabilitated o Length of sewer and/or storm water pipes built or upgraded o Length of water mains or distribution pipes built or upgraded o Capacity of water treatment plants constructed or rehabilitated o Wastewater treated to acceptable standards o Persons benefiting from safe drinking water o Persons benefiting from improved sanitation services o Employment during construction - temporary jobs o Employment during operation - new permanent jobs.

The financing for this project benefits from an EU guarantee to the Bank under DECISION No 466/2014/EU of the European Parliament and of the Council. Pursuant to Article 9 (2) of this Decision, the Bank "shall require the project promoters to carry out thorough monitoring during project implementation until completion, inter alia, on the economic, development, social, environmental and human rights impact of the investment project. The EIB shall verify on a regular basis the information provided by the project promoters and make it publicly available if the project promoter agrees. Where possible, project completion reports related to EIB financing operations shall be published excluding confidential information."

Accordingly, and without prejudice to the Bank’s obligation to make publicly available any project-related environmental information under Aarhus, the Bank shall make publicly available all information provided by the Promoter in the Project Progress Reports and Project Completion Report provided that such information is expressly marked by the Promoter as "for publication on the EIB website".

Alternatively, the Promoter may also decide to publish this information on its own website and provide the EIB with the corresponding link (URL) which will be used as a source for EIB publication.

The EIB will not take any responsibility for the content of such information made public on its website. Documents marked as "for publication on the EIB website" will be published as received and will not be edited by the EIB. Only functioning URLs that link to the relevant project-related information will be published by the EIB.

5. Information required 3 years after the Project Completion Report

The Promoter shall deliver to the Bank the following information 3 years after the project completion report at the latest by the deadline indicated below.

Document / information	Date of delivery to the Bank
Update on the Monitoring Indicators listed in the table above.	3 years after the Project Completion Report

Language of reports

English

Schedule B

DEFINITION OF EURIBOR

A. EURIBOR

"EURIBOR" means:

a) in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;

b) in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and

c) in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,

(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period").

For the purposes of paragraphs b) and c) above:

(i) "available" means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), under the sponsorship of EMMI and EURIBOR ACI, or any successor to that function of EMMI and EURIBOR ACI as determined by the Bank; and

(ii) "Screen Rate" means the rate of interest for deposits in EUR for the relevant period as published at 11h00, Brussels time, or at a later time acceptable to the Bank on the day (the "Reset Date") which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.

If such Screen Rate is not so published, the Bank shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.

If fewer than 2 (two) quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately 11h00, Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period.

If no rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

B. GENERAL

For the purposes of the foregoing definitions:

a) All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth (in respect of EURIBOR) of a percentage point, with halves being rounded up;

b) The Bank shall inform the Borrower without delay of the quotations received by the Bank;

c) If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI and EURIBOR ACI (or any successor to that function of EMMI and EURIBOR ACI as determined by the Bank) in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.

Schedule C

FORMS FOR BORROWER

C.1 Form of Disbursement Offer/Acceptance (Articles 1.2.B and 1.2.C.)

To: The Republic of Serbia
From: European Investment Bank
Date:

Subject:	Disbursement Offer/Acceptance for the Finance Contract between European Investment Bank and The Republic of Serbia dated _____________ (the "Finance Contract")
	Serapis number 2017-0147 FI number 87.545

Dear Sirs,

We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.

Following your request for a Disbursement Offer from the Bank, in accordance with Article 1.2.B of the Finance Contract, we hereby offer to make available to you the following Tranche:

(a) Amount to be disbursed in EUR:

(b) Scheduled Disbursement Date:

(d) Interest payment periodicity:

(e) Payment Dates:

(f) Terms for repayment of principal:

(g) The Repayment Dates and the first and the last Repayment Date for the Tranche:

(h) The Interest Revision/Conversion Date:

(i) The Fixed Rate or Spread, applicable until the Interest Revision/Conversion Date if any, or until the Maturity Date.

To make the Tranche available subject to the terms and conditions of the Finance Contract, the Bank must receive a Disbursement Acceptance in the form of a copy of this Disbursement Offer duly signed on your behalf, to the following fax number +352 4379 58417 or e-mail OPS_MA-3_SecDiv@eib.org, no later than the Disbursement Acceptance Deadline of [time] Luxembourg time on [date].

The Disbursement Acceptance below must be signed by an Authorised Signatory and must be fully completed as indicated, to include the details of the Disbursement Account.

If not duly accepted by the above stated time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.

If you do accept the Tranche as described in this Disbursement Offer, all the related terms and conditions of the Finance Contract shall apply, in particular, the provisions of Article 1.4.

Yours faithfully,
EUROPEAN INVESTMENT BANK
We hereby accept the above Disbursement Offer:
_________________________________________
for and on behalf of The Republic of Serbia
Date:

Account to be credited:

Account N°: ______________________________________________________________________________

Account Holder/Beneficiary: _________________________________________________________________

(please, provide IBAN format if the country is included in IBAN Registry published by SWIFT, otherwise an appropriate format in line with the local banking practice should be provided)

Bank name and address: ___________________________________________________________________

Bank identification code (BIC): _______________________________________________________________

Payment details to be provided: ______________________________________________________________

Please transmit information relevant to:

Name(s) of the Borrower’s Authorised Signatory(ies):

_______________________________________________________________________________________

Signature(s) of the Borrower’s Authorised Signatory(ies):

IMPORTANT NOTICE TO THE BORROWER:

BY COUNTERSIGNING ABOVE YOU CONFIRM THAT THE LIST OF AUTHORISED SIGNATORIES AND ACCOUNTS PROVIDED TO THE BANK WAS DULY UPDATED PRIOR TO THE PRESENTATION OF THE ABOVE DISBURSEMENT OFFER BY THE BANK.

IN THE EVENT THAT ANY SIGNATORIES OR ACCOUNTS APPEARING IN THIS DISBURSEMENT ACCEPTANCE ARE NOT INCLUDED IN THE LATEST LIST OF AUTHORISED SIGNATORIES AND ACCOUNTS RECEIVED BY THE BANK, THE ABOVE DISBURSEMENT OFFER SHALL BE DEEMED AS NOT HAVING BEEN MADE.

Schedule D

INTEREST RATE REVISION AND CONVERSION

If an Interest Revision/Conversion Date has been included in the Disbursement Offer for a Tranche, the following provisions shall apply.

A. Mechanics of Interest Revision/Conversion

Upon receiving an Interest Revision/Conversion Request the Bank shall, during the period commencing 60 (sixty) days and ending 30 (thirty) days before the Interest Revision/Conversion Date, deliver to the Borrower an Interest Revision/Conversion Proposal stating:

(a) the Fixed Rate or the Spread that would apply to the Tranche, or of its part indicated in the Interest Revision/Conversion Request pursuant to Article 3.1; and

(b) that such rate shall apply until the Maturity Date or until a new Interest Revision/Conversion Date, if any, and that interest is payable quarterly, semi-annually or annually in accordance with Article 3.1, in arrear on designated Payment Dates.

The Borrower may accept in writing an Interest Revision/Conversion Proposal by the deadline specified therein.

Any amendment to this Contract requested by the Bank in this connection shall be effected by an agreement to be concluded not later than 15 (fifteen) days prior to the relevant Interest Revision/Conversion Date.

Fixed Rates and Spreads are available for periods of not less than 4 (four) years or, in the absence of a repayment of principal during that period, not less than 3 (three) years.

B. Effects of Interest Revision/Conversion

If the Borrower duly accepts in writing a Fixed Rate or a Spread in respect of an Interest Revision/Conversion Proposal, the Borrower shall pay accrued interest on the Interest Revision/Conversion Date and thereafter on the designated Payment Dates.

Prior to the Interest Revision/Conversion Date, the relevant provisions of this Contract and Disbursement Offer and Disbursement Acceptance shall apply to the Tranche in its entirety. From and including the Interest Revision/Conversion Date onwards, the provisions contained in the Interest Revision/Conversion Proposal relating to the new Fixed Rate or the new Spread shall apply to the Tranche (or any part thereof, as indicated in the Interest Revision/Conversion Request) until the new Interest Revision/Conversion Date, if any, or until the Maturity Date.

C. No or Partial Interest Revision/Conversion

If the Borrower does not submit an Interest Revision/Conversion Request or does not accept in writing the Interest Revision/Conversion Proposal for the Tranche or if the parties fail to effect an amendment requested by the Bank pursuant to paragraph A above, the Borrower shall repay the Tranche (or the part thereof, as indicated in the Interest Revision/Conversion Request) on the Interest Revision/Conversion Date, without indemnity.

In case of a partial Interest Revision/Conversion, the Borrower will repay, without indemnity, on the Interest Revision/Conversion Date any part of the Tranche which was not covered by the Interest Revision/Conversion Request and which is therefore not subject to the Interest Revision/Conversion.

Schedule E

CERTIFICATES TO BE PROVIDED BY THE BORROWER

E.1 Form of Certificate from Borrower (Article 1.4.C)
To: European Investment Bank
From: The Republic of Serbia
Date:

Subject:	Municipal Infrastructure Resilience Framework Finance Contract between European Investment Bank and The Republic of Serbia dated _____________ (the "Finance Contract")
	Contract Number 87.545 Operation Number 2017-0147

Dear Sirs,

Terms defined in the Finance Contract have the same meaning when used in this letter.

For the purposes of Article 1.4 of the Finance Contract we hereby certify to you as follows:

a) no Prepayment Event has occurred and is continuing unremedied or unwaived;

b) no security of the type prohibited under Article 7.1 has been created or is in existence;

c) there has been no material change to any aspect of the Project or in respect of which we are obliged to report under Article 8.1, save as previously communicated by us;

d) we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with the Technical Description;

e) no event or circumstance which constitutes or would with the passage of time or giving of notice under the Finance Contract constitute an Event of Default has occurred and is continuing unremedied or unwaived;

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

g) the representations and warranties to be made or repeated by us under Article 6.9 are true in all respects; and

h) no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract.

Yours faithfully,
For and on behalf of The Republic of Serbia
Date:

Schedule F

PROJECT FICHE TEMPLATE FOR ALLOCATION REQUEST

1. BASIC INFORMATION

● Project Name:

● Project number:

● Municipality:

● Location:

● Contact person:

o Can contact person communicate in English (yes/no):

o Address:

o Telephone no:

o Fax:

o E-mail:

● Form filled in by: ___________________________ (Name, organisation), Date: ______________________

● Form validated by: ___________________________ (Name, organisation), Date: _____________________

2. PROJECT DESCRIPTION

2.1 The Project

● Give a brief description of the project (what is the purpose?)

● Provide one or several overview map(s) of the project area (in pdf file, max. A3 format) which distinguish between existing and foreseen infrastructure and which show(s):

o all towns or villages concerned by the project;

o available water resources (groundwater bodies, reservoir lakes, lakes, rivers) and main infrastructure of the water supply system (aqueducts, treatment plants, service reservoirs, pumping stations, trunk mains);

o if existing: main facilities of the wastewater collection and treatment system (main collectors, treatment plants, overflows to rivers or lakes);

o if separate from wastewater: main facilities of the storm water collection and treatment system (storm water retention tanks, main collectors, overflows to rivers or lakes).

2.2 Background

● Description of existing situation and reasons for wanting to undertake the project, including a description of current deficiencies/risks in water supply/wastewater/environment. In particular, highlight any known health issue to be addressed by the project or known potential impact on/risk to water supplies.

● Institutional and legal framework (administration, ownership and operation of water infrastructure, existing facilities).

● Is there any existing or potential inter-municipal cooperation for water or wastewater services, such as a regional water supply system or cooperation with other towns? In particular, are there ideas, possibilities for connection to water/wastewater systems in other municipalities?

● Please describe all ongoing water and wastewater projects and, if relevant, provide the funding sources.

● Is the project part of a national, regional or urban master plan, development plan or strategy? If yes, please provide the planning horizon (e.g. 2035) and the year of approval.

● State the river-basin or sub river-basin to which the project area belongs and describe the river basin management authority.

● For all water sources used please provide technical details (e.g. depth of wells, number and depths of intakes from a reservoir lake) and describe the basic treatment steps.

● If wastewater treatment is available, please provide capacity of the plant(s) and treatment technique(s) used including sludge disposal. If relevant, mention types of industrial wastewater discharged into the system and level of pre-treatment.

2.3 Service Area

● If the service area is identical with the municipality area, only fill one column;

● If the service areas for water supply and for wastewater collection and treatment are not the same please indicate the relevant population and size;

● In case data are not available, please provide estimate and indicate with "(e)".

		Service area	Municipality
General data	Average household size
General data	Average household income per month
Water supply	Total population
	Physical area (km2)
	Number of people affected by the project
	Number of people supplied with piped water supply from the central system
	Is supply discontinuous to any area for any part of the year? If so, when and how many hours of supply are provided?
	Length of central system water supply network (excluding house connections) in km
	Number of water supply connections
	Number of water supply connections that are metered
Wastewater	Total population
	Physical area (km2)
	Number of people affected by the project
	Length of sewer system (excluding house connections) in km
	Number of people connected to piped wastewater collection network
	Number of people connected to piped wastewater collection network and wastewater treatment plant
	Number of people using septic tanks

2.4. Average Water Balance for the service area

● To be given for the latest calendar year available;

● All data are for the daily average;

● If data are not available either provide estimate (and indicate with and indicate with "(e)") or indicate "n.a." (not available).

2.4.1 Water production

Component	Unit	Volume
A. Groundwater Abstraction	m3/day
B. Spring or source Abstraction	m3/day
C. Surface Water Abstraction from river or lake or reservoir	m3/day
Total Produced volume of drinking water (A+B+C)	m3/day
Of which: pumped into the distribution network	m3/day
Of which: gravity fed into the distribution network	m3/day

2.4.2 Water distribution

	Domestic	Commercial	Other
(M) Metered legal consumption (m3/day)
(UM) If relevant: un-metered legal consumption, (m3/day) (*)
Sub-totals (M+UM)
Total billed consumption (m3/day)
Estimated leakage (m3/day)
Per capita domestic consumption (litres / person /day)

(*) only relevant in case there is a fixed component (e.g. billing per connection, billing per inhabitant, billing per month, lump sum). See 2.14.1 and 2.14.2 for explanation

2.4.3 Wastewater collection and treatment

Wastewater collected (m3/day)
Wastewater treated (m3/day)
Estimated infiltration into sewers from groundwater/surface (m3/day)

2.5 Trends for the last 5 years

● All data are the totals for the whole year;

● If data are not available either provide estimate (and indicate with and indicate with "(e)") or indicate "n.a." (not available);

● Please provide a comment in case of a significant drop or rise in population or volumes.

2.5.1 Potable water supply

Year	Served Population	Total Water Production	Billed Domestic Consumption	Billed other Consumption	Total billed consumption (col 5 = col 3 + col 4)	Non-revenue water (col 6 = 2-5)	Pipe bursts
Unit	Inhabitants	Million m3/year	Million m3/year	Million m3/year	Million m3/year	Million m3/year	Number
Col.	1	2	3	4	5	6	7
2013
2014
2015
2016
2017

2.5.2 Wastewater Treatment

Year	Connected Population	Wastewater collected	Wastewater treated
Unit	Inhabitants	Million m3/year	Million m 3/year
2013
2014
2015
2016
2017

2.6 Technical Description

The description shall include:

● Brief justification of the chosen solution and mention of the alternatives considered (if any) and reasons for discarding,

● relevant key dimensions (main data only):

o water mains and sewers: length(s), diameter(s), and material(s)

o reservoirs: capacity, water height, material,

o pumping stations: max. capacity, number of pumps, fixed or variable speed, command (local or remote)

o water or wastewater treatment plants: technology, capacity

● design assumptions used (such as water demand per inhabitant, pollution load, etc.) and planning horizon in years (such as 10 (ten) years, 20 (twenty) years) or with date (2030, 2040). It is not necessary to provide list of standards or design rules.

● If helpful, in addition to the map already provided in 2.1, please include plans or drawings in suitable scale and format (pdf file, max A3 size) showing the layout, indicating existing and proposed key water and wastewater infrastructure such as water mains, pumping stations, treatment plants, trunk sewers. Please do not provide detailed drawings such as profiles, cross sections, etc.

2.7 Level of preparation of the project and responsibilities for preparation/implementation

● List of relevant studies and plans carried out. Please provide the year of approval, the name of organisation, type of organisation (consultant, state institute/agency, other)

● Please provide for each of the project’s components (e.g. water intake, treatment plant, transmission main) the level of planning and design in table format. Have the planning and/or construction permits/approvals been obtained for all components? If yes, please give the relevant dates, if not provide the expected dates. If several permits are required, please add additional columns as appropriate.

	Documents available (please tick all relevant boxes)				Permits (please indicate the dates)
Component (if relevant: contract name)	feasibility study	preliminary design	detailed design	Tender file	Obtained	expected

● Have the future sites of major installations (such as pumping station, reservoir, WWTP) already been chosen?

● Has all the land required for the project been acquired? If not, please indicate the current status and the expected date of acquisition.

● Will the project require temporary or permanent involuntary resettlement? If yes, please provide all relevant information.

● Please provide the names of agencies/organisations/consultants responsible for further project preparation (design/tender documents).

2.8 Environmental (including hydrological) impacts, climate action

● Please explain briefly any potential negative effects that the project may have on the environment (during construction phase and during operation phase).

● Is an Environmental Impact Assessment (EIA) required under the law? Have the EIAs been performed and approved? Describe manner of public participation.

● Where the project area is adjacent to a river/stream, what is the approximate low flow of the receiving river/stream (m3/second)?

● Is the there any flooding experience in the project area?

● Is there any drought experience in the project area?

● Do you have a climate risk vulnerability assessment for the project, the project area or the region? If not, have you taken into account increased risks of flooding and drought for the design of project components?

● Are there any areas of nature conservation interest in the vicinity or downstream (nature reserves, area with special wildlife/natural features)? If yes, has a screening been carried out under either the EIA or other procedures?

● Are there any industrial enterprises operating in the area? What industries have operated in the past?

2.9 Planned implementation period

● Contract ready for awarding: [..] months after the Bank’s non-objection on the fiche

● Construction period: [..] months after notification to contractor

2.10 Investment cost estimate

● Please give all items in current prices to be updated accordingly for each component, if applicable.

● The investment cost breakdown, financing plan and sources of funds shall also be presented on an EXCEL spreadsheet the template of which shall be submitted by the Bank.

	RSD	EUR (1)
Design
Supervision of design Civil works Supervision of civil works - etc.
Equipment - Item 1 - Item 2 - etc.
Land Acquisition
Miscellaneous
Technical contingencies
Price contingencies (…% escalation p.a.), if applicable (2)
VAT (3)
Total

(1) 1 EUR = current exchange rate, (to be updated accordingly)
(2) Please make clear what kind and amount of contingencies have been applied
(3) Note (Please explain the VAT procedures and percentage)

2.11 Expected expenditure schedule by origin of funds (in RSD excluding VAT)

Total	Breakdown by Year
	2018	2019	2020	2021	2022	beyond

2.12 Procurement Plan

Procurement Plan

N°

Contract Name

Promoter’s
Tender
Number

Contract Type

Estimated amount (EUR)

Financing

Procurement Method

Tender Documents

Published in OJEU?

Estimated publication date

Estimated bid submission date

Estimated contract award date

Estimated contract end date

Procurement Status

% financed by EIB

EIB financing (EUR)

Other Financiers

Fields
N°	Arbitrary number that is assigned consecutively
Contract Name	Scope of the contract or short description
Prom Tender Identifier	Code or reference used by the promoter to refer to the contract (if any)
Contract Type	Type of contract being procured, works: goods or services
Estimated amount	Estimation of contract value by the promoter, the total at the bottom should match with the overall project cost
% financed by EIB	Share of the contract that will be financed by EIB, in accordance with the financing plan of the project
EIB Financiers	Estimated contract amount multiplied with the percentage of the previous column, the total must be equal to EIB’s loan amount
Other Financiers	Names of other IFIs or MDBs that will be jointly co-financing the contract, if any
Procurement Method	Procurement method used, chosen among the ones available under 3.3 of Guide to Procurement
Tender Documents	Type of standard tender documents used, whether they are based on other IFI’s template or national templates
Published in OJEU	Flag showing whether the tender notice will be published in the Official Journal of the European Union
Estimated publication date	Promoter’s estimation of the date of publication of the tender notice
Estimated bid submission date	Promoter’s estimation of the date of publication of the tender notice
Estimated contract award date	Promoter’s estimation of the date of contract award
Estimated contract end date	Promoter’s estimation of the date of contract end
Procurement Status	Status of the procurement process (not started - tender notice not yet published, ongoing - tender notice started but contract not yet signed or contract signed)

2.13 Operation and maintenance (O&M) cost elements of the facilities

If data are not available either provide estimate and indicate with "(e)" or indicate "n.a." (not available).

Cost element	Unit	Present O&M			O&M after project implementation
Cost element	Unit	Water	Wastewater	Total	Water	Wastewater	Total
● Total O&M cost	RSD million per year
● - Of which for energy	RSD million per year
● - Of which for staff	RSD million per year
Specific power consumption	kWh per m3 treated			__			__
Specific O&M cost	RSD per m3 treated			__			__
Staff	Number

2.14 Water Tariffs

2.14.1 Current fixed component independent from consumption

● Indicate the component that is billed for the provision of service (such as a charge per meter, per connection, per capita, per property) or on any other basis (such as debt repayment fee) and that has nothing to do with the consumption. Do not confuse with lump sum billing (see 2.14.2)

● Where relevant distinguish for water and wastewater and further to categories, such as user groups (domestic, commercial, etc.), meter diameter, etc.

● Indicate the relevant amount(s) with the frequency of billing (monthly, quarterly, yearly, etc.)

● If there is no independent fixed component please indicate "n.a." (not applicable)

2.14.2 Current fixed component for consumption ("lump sum")

● In case there are no customer meters, customers might be billed on the basis of a lump sum. In case only a part of customer is billed that way, please indicate their number or the percentage of total.

● Where relevant distinguish for water and wastewater and further to categories, such as user groups (domestic, commercial, etc.), meter diameter, etc.

● Indicate the relevant amount(s) with the frequency of billing (monthly, quarterly, yearly, etc.)

● If there is no fixed "lump sum" component please indicate "n.a." (not applicable)

2.14.3 Current volume related component

	Basis	Category	Category	Category
(A) Water component	Metered volume
(B) Wastewater component
Tax 1:
Tax 2:
Tax 3:
TOTAL TARIFF per CUBIC METER excl. VAT
VAT
TOTAL TARIFF per CUBIC METER

● Where relevant distinguish further to categories, such as user groups (domestic, commercial, etc.), volume related tariff groups, etc.

● Please indicate all applicable taxes (such abstraction tax, pollution tax, water fund, wastewater fund, etc.)

● Please indicate for all taxes as well as for VAT the calculation basis (such xx RSD/m3 or xx % of A, B or A+B, etc.)

● Indicate the relevant amount(s) and or percentages with the frequency of billing (monthly, quarterly, yearly, etc.)

2.14.4 Tariff evolution

Describe the required and the planned evolution of tariffs over the next few years. In case water or wastewater infrastructure is created in a village or town where there was no such infrastructure before, the calculation of tariffs required to recover at least the O&M cost given in 2.13 is mandatory.

If the O&M is and/or will be subsidised by the municipality, provide details and planned evolution.

2.15 Subproject indicators

Please select the relevant indicators

2.15.1 Water Supply

Capacity of water treatment plant constructed or rehabilitated	m3/day
Length of water mains or distribution pipes built or upgraded	km
House connections created or rehabilitated	nr
Population benefiting from safe drinking water	inhabitants
Energy consumption water supply	kWh/m3
Non-revenue water	%
Service level	%

2.15.2 Wastewater

Capacity of sewage treatment plant constructed or rehabilitated	p.e. (population equivalent)
Length of sewer and or storm water built or upgraded	km
Connections to sanitation services created or rehabilitated	nr
Population benefiting from sanitation services	inhabitants
Energy consumption sewerage	kWh/m3

2.16 Cash Flow of Utility

Provide summary breakdown of budget for the operator (typically the PCE), showing different sources of income and operational and capital expenditure, including for the non-water and sanitation sectors and transfers from/to the municipality. A business plan can also serve for the above purpose. The data should cover ideally the 3 (three) past years plus the 3 (three) coming years (i.e. including the effects of the project).

2.17 Economic cost-benefit analysis

For capital investment projects with a cost of more than EUR 5 (five) million equivalent, the economic viability of the project should be demonstrated through an economic cost-benefit analysis covering the construction period plus an operations period of at least 25 (twenty five) years (including estimates of economic rate of return and economic net present value). The projected economic cost and benefit streams should reflect data provided in previous sections. Figures should be in constant prices, and should include details of the various costs and benefits.

2.18 Financial sustainability analysis

For capital investment projects with a cost of more than EUR 5 (five) million equivalent, the financial sustainability of the project should be demonstrated through a cashflow analysis covering the construction period plus an operations period of at least 25 (twenty five) years (including estimates of financial rate of return and financial net present value). The cash flow projections should reflect data provided in previous sections. Figures should be in constant prices, and should include details of the various revenue sources and operational and capital (including replacement) expenditures.

2.19 Affordability analysis

For capital investment projects with a cost of more than EUR 5 (five) million equivalent, the affordability of water supply and/or wastewater services should be demonstrated by estimating the average water supply and/or wastewater bill of a low-income household in the service area of the operator as a percentage of the expenditure budget of a low-income household, and compare this percentage with the official affordability limit (in case there is no official affordability limit, the internationally accepted limit of 3% (thee percent) applies to water supply services, and 2% (two percent) to wastewater services).

All assumptions should be clearly stated and justified.