FACILITY AGREEMENT

NO. 0020008959
Facility relating to a senior unsecured term loan facility of up to EUR 431,685,732.79 UKEF guaranteed loan advances to finance the provision of certain construction services by Bechtel Enka UK Limited, operating in Serbia through Bechtel Enka UK Limited Ogranak Beograd to Koridori Srbije d.o.o. Beograd in relation to the construction of the Infrastructure Corridor E-761 highway section Pojate-Preljina (the Morava Corridor)

("Off. Herald of RS - Treaties", No. 13/2021)

Dated June 11, 2021

REPUBLIC OF SERBIA
represented by the Government of the Republic of Serbia
acting by and through the Ministry of Finance
as Borrower

and

J.P. MORGAN AG
as Agent

and

JPMORGAN CHASE BANK, N.A., London Branch
as Arranger

and

JPMORGAN CHASE BANK, N.A., LONDON BRANCH
as Original Lender

FACILITY AGREEMENT NO. 0020008959
Facility relating to a senior unsecured term loan facility of up to EUR 431,685,732.79 UKEF guaranteed loan advances to finance the provision of certain construction services by Bechtel Enka UK Limited, operating in Serbia through Bechtel Enka UK Limited Ogranak Beograd to Koridori Srbije d.o.o. Beograd in relation to the construction of the Infrastructure Corridor E-761 highway section Pojate-Preljina
(the Morava Corridor)

CONTENTS

CLAUSE	PAGE
SECTION 1	6
Interpretation and Effectiveness	6
1. Definitions and interpretation	6
2. Effectiveness	26
SECTION 2	28
The Facility	28
3. The Facility	28
4. Purpose	29
5. Conditions of utilisation	29
SECTION 3	32
Utilisation	32
6. Utilisation	32
SECTION 4	34
Repayment, prepayment and cancellation	34
7. Repayment	34
8. Prepayment and cancellation	34
SECTION 5	38
Costs of utilisation	38
9. Interest	38
10. Changes to the calculation of interest	39
11. Fees	41
SECTION 6	42
Additional payment obligations	42
12. Tax gross up and indemnities	42
13. Increased costs	45
14. Other indemnities	47
15. Mitigation by the Lenders	48
16. Costs and expenses	49
SECTION 7	51
Representations, undertakings and Events of Default	51
17. Representations	51
18. Information undertakings	57
19. General undertakings	60
20. Events of Default	70
SECTION 8	74
Changes to Parties	74
21. Changes to the Lenders	74
22. Changes to the Borrower	78
SECTION 9	79
The Finance Parties	79
23. Role of the Agent and the Arranger	79
24. Conduct of business by the Finance Parties	87
25. Sharing among the Finance Parties	88
SECTION 10	90
Administration	90
26. Payment mechanics	90
27. Set-off	93
28. Notices	93
29. Calculations and certificates	95
30. Partial invalidity	96
31. Remedies and waivers	96
32. Amendments and waivers	96
33. Confidential Information	97
34. Confidentiality of funding rates	103
35. Counterparts	104
36. Governing Language	104
37. Contractual recognition of bail-in	104
SECTION 11	107
Governing law and enforcement	107
38. Governing law	107
39. Arbitration	107
40. Jurisdiction	108
41. Service of process	109

THE SCHEDULES

SCHEDULE	PAGE
Schedule 1 The Original Parties	111
The Original Lenders	111
Schedule 2 Conditions Precedent to Initial Utilisation	112
Schedule 3 Utilisation Request	116
Schedule 4 Form of Transfer Certificate	122
Schedule 5 Form of Assignment Agreement	124
Schedule 6 Timetables	127

EXECUTION

EXECUTION	PAGE
Signatories	128

THIS AGREEMENT is dated June 11, 2021 and made between:

(1) REPUBLIC OF SERBIA, represented by the Government of the Republic of Serbia, acting by and through the Ministry of Finance, as borrower (the "Borrower");

(2) J.P. MORGAN AG, registered with the Commercial Register B of the local court of Frankfurt am Main under registration number HRB 16861 whose registered office is at Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany as agent of the other Finance Parties (the "Agent");

(3) JPMORGAN CHASE BANK, N.A., LONDON BRANCH as mandated lead arranger (the "Arranger"); and

(4) JPMORGAN CHASE BANK, N.A., LONDON BRANCH as listed in Schedule 1 (The Original Parties) as lender (the "OriginalLender").

Whereas:

(A) On 8 July 2019, the Republic of Serbia enacted the Law on Determining Public Interest and Special Procedures for Implementation of the Project for Construction of Infrastructure Corridor E-761 Highway Section Pojate-Preljina (Zakon o utvrđivanju javnog interesa i posebnim postupcima radi realizacije projekta izgradnje infrastrukturnog koridora auto-puta E-761, deonica Pojate-Preljina, Official Gazette of the Republic of Serbia, no. 49/2019) (the "Morava Corridor Law").

(B) On 29 August 2019, the Government of the Republic of Serbia selected the Bechtel-Enka consortium as its strategic partner for the Project in accordance with the Decree on the Criteria and Manner of Selecting a Strategic Partner and Professional Supervision of the Execution of Works for the Implementation of the Project for the Construction of the Infrastructural Corridor of the E-761 Highway, Pojate-Preljina Section (Uredba o kriterijumima i načinu izbora strateškog partnera i stručnog nadzora nad izvođenjem radova na realizaciji projekta izgradnje infrastrukturnog koridora auto-puta E-761, deonica Pojate-Preljina("Moravski koridor"), Official Gazette of the Republic of Serbia, no. 55/2019).

(C) The Borrower, Koridori Srbije d.o.o. Beograd (the "Buyer") and Bechtel Enka UK Limited, a private limited company incorporated in England with registered number 09623025 whose registered office is at 11 Pilgrim Street, London, United Kingdom, EC4V 6RN, operating in Serbia through Bechtel Enka UK Limited Ogranak Beograd, registered branch office Resavska 23, Belgrade, Serbia, with corporate identification number 29510300 and tax identification number 111763679 (the "Exporter"), have entered into a contract agreement dated 5 December 2019 (the "Export Contract") for the construction of the E761 motorway Pojate-Preljina Project (the "Morava Corridor").

(D) The Lenders have agreed, on and subject to the terms and conditions of this Agreement, to advance to the Borrower the sum of up to EUR 431,685,732.79 to assist the financing of the Export Contract.

(E) Her Britannic Majesty’s Secretary of State acting through the Export Credits Guarantee Department (operating as UK Export Finance) ("UK Export Finance") has agreed to give a guarantee to the Lenders relating to certain obligations of the Borrower under this Agreement.

OPERATIVE PROVISIONS

It is agreed as follows:

Section 1

INTERPRETATION AND EFFECTIVENESS

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

"Accepted Contract Amount" has the meaning given to the term "Accepted Contract Amount" in the Export Contract as at the date of this Agreement;

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Anti-Corruption Laws" means:

(a) the Bribery Act 2010; and

(b) any applicable similar laws or regulations in any jurisdiction relating to bribery, corruption or any similar practices;

"Applicable Law" means:

(a) any law, statute, decree, constitution, regulation, rule, by-law, order, authorisation, judgment, injunction or other directive of any Government Entity or otherwise which is applicable in the Relevant Jurisdiction;

(b) any treaty, pact or other binding agreement to which any Government Entity is a signatory or party; or

(c) any judicial or administrative interpretation with binding characteristics or application of those described in paragraph (a) or (b) above,

and in each case, which is applicable to the Borrower, the Borrower’s assets or the Transaction Documents;

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee in form and substance satisfactory to the Agent;

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

"Availability Period" means the period from and including the Effective Date to and including the earlier of:

(a) the date falling 36 months after the Effective Date (or such later date as may be agreed by the Agent, acting on the instructions of all of the Lenders and UK Export Finance); and

(b) the date on which the Facility has been fully utilised or cancelled;

"Available Commitment" means a Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans;

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date; and

"Available Facility" means the aggregate for the time being of each Lender’s Available Commitment;

"Blocking Law" has the meaning given this term in Clause 17.17(c);

"Borrower’s Signatory" means the person(s) authorised to sign on behalf of the Borrower regarding whom evidence has been provided to the Agent in respect of the Borrower in accordance with paragraph (1)(b) of Schedule 2 (Conditions Precedent to Initial Utilisation);

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

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

exceeds:

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

"Business Day" means:

(a) a day (other than a Saturday or Sunday) on which banks are open for general interbank business (other than operation only of payments, purchases and rate fixing in euros) in:

(i) London and Belgrade; and

(ii) in relation to a payment, purchase or rate fixing in or other matter relating to a currency (other than euros), the principal financial centre of the country of that currency; and

(b) in relation to a payment or rate fixing in euros, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET) is open for general business (including dealing in foreign exchange and foreign currency deposits).

"Buyer" has the meaning given in Recital (C);

"Buyer’s Signatory" means the person(s) authorised to sign on behalf of the Buyer regarding whom evidence has been provided by the Borrower to the Agent further to paragraph 2(c) (Buyer’s Authorisations) of Schedule 2 (Conditions Precedent to Initial Utilisation), or, subject to the prior written approval of the Agent, such other person whose name and specimens of whose signature have been supplied to the Agent and certified by a senior official of the Buyer in a form acceptable to the Agent;

"Code" means the US Internal Revenue Code of 1986;

"Commitment" means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

"Contract Price" has the meaning given to the term "Contract Price" in the Export Contract as at the date of this Agreement;

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

(a) the Borrower or any of its advisers; or

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

but excludes

(A) information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 33 (Confidential Information); or

(ii) is identified in writing at the time of delivery as non-confidential by the Borrower, its government agencies or any of its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (i) or (ii) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Borrower, its government agencies and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(B) any Funding Rate;

"Confidentiality Undertaking" means a confidentiality undertaking substantially in the form published by the LMA for the secondary trading of loans or in any other form agreed between the Borrower and the Agent;

"Construction Phase" means the period from the commencement of design, development, pre-construction, construction and commissioning of the Project until the commencement of the Operations Phase;

"Construction Phase E&S Management Plan" means the document(s) comprising the environmental and social management procedures for the Construction Phase as amended from time to time with the consent of UK Export Finance and shall include any documents provided to UK Export Finance pursuant to paragraph 7(h) of Schedule 2 (Conditions Precedent to Initial Utilisation);

"Corrective Action Plan" means a plan produced by the Borrower pursuant to paragraph (d) (E&S Trigger Events) of Clause 19.6 (Environmental undertakings) specifying in detail the corrective action (including the timings and responsibility for such action(s)) being taken or proposed to be taken in order to, remedy or mitigate all damage and adverse consequences caused by an E&S Trigger Event, as may be amended or updated from time to time with the consent of UK Export Finance;

"CP Satisfaction Notice" has the meaning given in paragraph (a)(iv) of Clause 5.1 (Initial conditions precedent);

"Default" means an Event of Default or any event or circumstance specified in Clause 20 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

"Default Interest Rate" means the rate of interest payable by the Borrower in accordance with paragraph (a) of Clause 9.3 (Default interest);

"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 the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(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 a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents, or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

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

"Effective Date" means the date notified by the Agent to the Borrower as the "Effective Date", being the date upon which all of the conditions precedent listed in paragraph (a) of Clause 2.1 (Effective Date) have been met to the satisfaction of the Agent (acting on the instructions of all Lenders and UK Export Finance);

"Eligible Goods and Eligible Services" means in relation to the Export Contract:

(a) Offshore Goods and Services in an amount not exceeding 85% of the Export Contract Value; and

(b) Local Goods and Services in an aggregate amount not exceeding 30% of the value of the Offshore Goods and Services;

"Environment" means the Natural Environment and the Social Environment;

"Environmental and Social Action Plan" or "ESAP" means the action plan confirmed by UK Export Finance, as amended from time to time by or with the consent of UK Export Finance;

"Environmental Contaminant" means any substance (whether a solid, liquid, gas or vapour and whether or not combined with any one or more other substances), activity or other phenomenon that is capable of causing significant harm to humans or any other living organisms supported by the Environment or significantly damaging the Environment or public health or welfare;

"Environmental Information Regulations" mean the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in the UK in relation to such regulations;

"EURIBOR" means, in relation to any Loan:

(a) the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero;

"Event of Default" means any event or circumstance specified as such in Clause 20 (Events of Default);

"Excluded Assets" has the meaning given to it in Clause 17.20 (No immunity);

"Export Contract" has the meaning given in Recital (C);

"Export Contract Value" means (for the purposes of this Agreement) EUR 943,000,000, which the Parties acknowledge is an estimate of the Contract Price and includes: (i) the Accepted Contract Amount (as defined in the Export Contract) for the Lump Sum Scope of Works (as defined in the Export Contract); (ii) the Capital Indirect Cost (as defined in the Export Contract) for the Lump Sum Scope of Works (as defined in the Export Contract), where all references to the Export Contract in this definition shall be references to the Export Contract as at the date of this Agreement;

"Exporter" has the meaning given in Recital (B);

"Exporter Payment Request" means the appendix to the Utilisation Request, substantially in the form set out in the Appendix to Schedule 3 (Utilisation Request);

"Exporter’s Signatory" means the person(s) authorised to sign on behalf of the Exporter regarding whom evidence has been provided to the Agent in respect of the Exporter further to paragraph 4(c)(i) (Export Contract and Exporter Related Authorisations) of Schedule 2 (Conditions Precedent to Initial Utilisation), or, subject to the prior written approval of the Agent, such other person whose name and specimens of whose signature have been supplied to the Agent and certified by a director or officer of the Exporter in a form acceptable to the Agent;

"External Financial Indebtedness" means:

(a) all Financial Indebtedness expressed or denominated or payable or which, at the option of the relevant creditor may be payable, in any currency other than the lawful currency of the Relevant Jurisdiction from time to time; or

(b) all Financial Indebtedness which is or may become payable to a person which is resident outside the Relevant Jurisdiction or has its registered office or principal place of business outside the Relevant Jurisdiction;

"E&S Actions" means the actions identified:

(a) in the ESAP;

(b) in any E&S Self-Monitoring Report; and

(c) by UK Export Finance or its nominated representative or the IESC(s) following a site visit pursuant to paragraph (e) (Site visits) of Clause 19.6 (Environmental undertakings),

to be undertaken by or on behalf of the Borrower and/or the Buyer in order to ensure all the E&S Obligations are fulfilled, in each case as updated or amended with the prior consent of UK Export Finance;

"E&S Claim" means any pending or existing claim, dispute, arbitration, administrative or legal proceedings relating to the E&S Requirements in respect of the Project, or the assets, business and operations of the Borrower and/or Buyer relating to the Project;

"E&S Incident" means:

(a) any incident or accident relating to the Project which directly or indirectly, has, or could reasonably be expected to have an adverse impact on the Environment (including the release of any Environmental Contaminant in sufficient quantity or concentration to have an adverse impact);

(b) an accident resulting in death or serious or multiple injury; or

"E&S Investigation" means any investigation by any governmental, state or other public person arising out of or in relation to the Project or the assets, business and operations of the Borrower and/or the Buyer relating to the Project with respect to the E&S Requirements;

"E&S Law" means any legislation, rule, decree, judgment, regulation, directive, by-law, order or any other executive or legislative measure or act having the force of law at the relevant time, including any Authorisations required by any of the above, which directly or indirectly relates to the protection of or the prevention of harm or damage to the Environment in respect of (i) the Project or (ii) the assets, business and operations of the Borrower and/or the Buyer relating to the Project;

"E&S Management Plans" means, together, the Construction Phase E&S Management Plan and the Operations Phase E&S Management Plan, and "E&S Management Plan" means either of them;

"E&S Obligations" means the obligations of any person (including the Borrower and/or the Buyer) to:

(a) comply with any applicable E&S Law;

(b) align with the E&S Standards;

(d) comply with the requirements of the E&S Management Plans; or

(e) comply with the requirements of any Corrective Action Plan,

in each case in relation to the Project.

"E&S Obligations Breach" means a breach of any E&S Obligation (including by the Borrower and/or the Buyer) other than any such breach that has been disclosed to the Agent and where such breach has resulted in corrective action under the ESAP, any Corrective Action Plan, or other corrective action otherwise agreed with the Agent;

"E&S Requirements" means, together, E&S Law and E&S Standards;

"E&S Self-Monitoring Reports" means the reports required pursuant to paragraph (a) (E&S Self-Monitoring Reports) of Clause 19.6 (Environmental undertakings):

"E&S Standards" means the policies, guidance and standards set out, or referred to, in:

(a) the following performance standards on social and environmental sustainability published by the International Financial Corporation (IFC) on 1 January 2012:

(i) Performance Standard 1: Assessment and Management of Environmental and Social Risks and Impacts;

(ii) Performance Standard 2: Labour and Working Conditions;

(iii) Performance Standard 3: Resource Efficiency and Pollution Prevention;

(iv) Performance Standard 4: Community health, Safety and Security;

(v) Performance Standard 5: Land Acquisition and Involuntary Resettlement;

(vi) Performance Standard 6: Biodiversity, Conservation and Sustainable Management of Living Natural Resources;

(vii) Performance Standard 7: Indigenous People;

(viii) Performance Standard 8: Cultural Heritage;

(b) World Bank Group Environmental, Health and Safety (EHS) General Guidelines (2007);

(d) World Bank Group EHS Guidelines for Construction Materials and Extraction (2007);

(e) IFC / European Bank for Reconstruction and Development (EBRD) Guidance note on Workers’ Accommodation: Processes and Standards (2009); and

(f) Equator Principles 4 (2020);

"E&S Trigger Event" means:

(a) an E&S Incident; and/or

(b) an E&S Obligations Breach.

"Facility" means the term loan facility made available under this Agreement as described in Clause 3 (The Facility);

"Facility Currency" means EUR;

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

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

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

"FATCA Application Date" means:

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

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

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

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

"Fee Letter" means any letter or letters dated on or about the date of this Agreement between the Arranger and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in Clause 11 (Fees);

"Finance Document" means this Agreement, any Utilisation Request, any Fee Letter and any other document designated as such by the Agent and the Borrower;

"Finance Party" means the Agent, the Arranger or a Lender;

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any acceptance under any acceptance credit facility or dematerialised equivalent;

(d) the amount of any liability in respect of any lease or hire purchase contract which would be treated as a balance sheet liability;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of that derivative transaction, that amount) shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; or

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

"First Repayment Date" means 16 December 2024;

"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in the UK in relation to such legislation;

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds);

"Government Entity" means:

(a) any national government or political subdivision of a national government;

(b) any banking or monetary authority of a national government or of a political subdivision of a national government;

(d) the European Central Bank or the Council of Ministers of the European Union;

(e) any instrumentality, commission, board commission, authority, department, division, organ, court or agency of any of the foregoing, however constituted; or

(f) any association, organisation or institution of which any of the entities listed in the preceding paragraphs is a member (including, without limitation, any supranational body) or to whose jurisdiction any of them is subject or in whose activities any of them is a participant;

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary;

"IESC(s)" means:

(a) a person acceptable to UK Export Finance appointed as the independent environmental and social consultant pursuant to the IESC Contract provided in limb (a) of the definition of IESC Contract(s), and

(b) if the TA Contract is required by UK Export Finance, a person acceptable to UK Export Finance appointed as the independent technical adviser pursuant to the TA Contract;

"IESC Contract(s)" means:

(a) the contract or engagement letter for the environmental and social monitoring, and technical advisory services of the Project, entered into or, as the context may require, to be entered into with the IESC provided in limb (a) of the definition of IESC(s) and,

(b) if the scope of the IESC Contract set out in limb (a) above does not cover the technical advisory services required by UK Export Finance, the TA Contract;

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable;

"IMF" means the International Monetary Fund;

"Impaired Agent" means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

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

(iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question;

"Increased Costs" has the meaning given in paragraph (b) of Clause 13.1 (Increased costs);

"Information" has the meaning given under section 84 of the Freedom of Information Act 2000;

"Information Legislation" means the FOIA, the Environmental Information Regulations and any other legislation from time to time governing the disclosure of information held by public bodies in the UK;

"Insolvency Event" in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable law of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

"Interest Payment Date" means the last day of an Interest Period;

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9.5 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest);

"Interpolated Screen Rate" means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

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

each as of the Specified Time for the Facility Currency;

"Lender" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 (Changes to the Lenders),

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

"LMA" means the Loan Market Association;

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

"Local Goods and Services" means any goods and services originating from the Republic of Serbia or persons ordinarily resident in the Republic of Serbia supplied or to be supplied by the Exporter to the Buyer under the Export Contract, in each case as may be considered eligible for support by UK Export Finance under the Facility;

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction);

"Margin" means zero point five per cent. (0.50%) per annum;

"Material Adverse Effect" means a material adverse effect on:

(a) the economic condition of the Borrower or the Buyer;

(b) the ability of the Borrower or the Buyer to perform any of its obligations under the Transaction Documents; or

(c) the validity or enforceability of the Transaction Documents or the rights and remedies of any Finance Party under any of the Finance Documents;

"Material Export Contract Change" means any:

(a) assignment, novation or other disposal of any rights and/or obligations under the Export Contract; or

(b) amendment, acquiescence, departure from or waiver of the terms of the Export Contract which:

(i) on its own, or when aggregated with any previous amendments, acquiescence, departures from or waivers, increases or decreases the amount payable by the Borrower and/or the Buyer under the Export Contract (in aggregate) by more than ten per cent. (10%); or

(ii) involves a material change in nature of the supply made under the Export Contract;

"Morava Corridor" has the meaning given in Recital (C);

"Morava Corridor Law" has the meaning given in Recital (A);

"NaturalEnvironment" means elements of the natural environment including all, or any, of the following:

(a) the air (including the air within buildings and the air within other natural or man-made structures above or below ground);

(b) water (including territorial, coastal and inland waters, ground and surface water, and water in drains and sewers);

(d) living organisms including human life, animals and plants; and

(e) natural habitats (including land which has been altered by humans to form natural habitats);

"NBS" means the National Bank of Serbia (Narodna banka Srbije);

"New Lender" has the meaning given to that term in Clause 21.1 (Assignments and transfers by the Lenders);

"OFAC" means the Department of the Treasury’s Office of Foreign Assets Control of the United States of America;

"Offshore Goods and Services" means any goods and services originating from the UK (or any other country, other than the Republic of Serbia) supplied or to be supplied by the Exporter to the Buyer under the Export Contract, in each case as may be considered eligible for support by UK Export Finance under the Facility;

"Operations Phase" means the period commencing on the date of issuance of the final Taking-Over Certificate, as set out in the Export Contract, until the Facility is repaid in full and all the obligations of the Borrower under the Finance Documents have been paid or discharged in full;

"Operations Phase E&S Management Plan" means an environmental plan in respect of the Operations Phase produced in accordance with paragraph (f) (Operations Phase E&S Management Plan) of Clause 19.6 (Environmental undertakings), as may be amended or updated from time to time with the consent of UK Export Finance;

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

"Party" means a party to this Agreement;

"Project" means the construction of the Infrastructure Corridor E-761 highway section Pojate-Krusevac-Adrani-Preljina (the Morava Corridor);

"Protected Party" has the meaning given in paragraph (a) of Clause 12.1 (Tax definitions);

"Public Assets" means the whole or any part of present or future undertaking, assets, revenues and international monetary reserves (including gold, special drawing rights and foreign currency) held by the Borrower or its agencies, including the NBS and its successor(s);

"Quasi-Security" has the meaning given in Clause 19.4 (Negative pledge);

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) TARGET Days before the first day of that period unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

"Recipient" has the meaning given in paragraph (b) of Clause 12.6 (VAT);

"Relevant Jurisdiction" means the Republic of Serbia;

"Relevant Market" means the European interbank market;

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

"Relevant Party" has the meaning given in paragraph (b) of Clause 12.6 (VAT);

"Repayment Date" means

(a) the First Repayment Date; and

(b) each date falling at six monthly intervals after the First Repayment Date;

"Repeating Representations" means each of the representations set out in Clauses 17.1 (Status) to 17.14 (No breach of laws) and Clauses 17.16 (Anti-corruption law) to 17.26 (No additional export credit financing);

"Replacement Benchmark" means a benchmark rate which is:

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

(i) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;

(b) in the opinion of the Majority Lenders, the Borrower and UK Export Finance, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c) in the opinion of the Majority Lenders, the Borrower and UK Export Finance, an appropriate successor to a Screen Rate.

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

"Required Documents" means the documents to be appended to the Exporter Payment Request in accordance with paragraph 8 of the Exporter Payment Request;

"Reserves" of a state means the official external reserves of that state, by whoever and in whatever form owned, held, administered or controlled (including any not owned or not held or not administered or not controlled by that state but customarily regarded and held out as its official external reserves);

"Sanctions Authority" means:

(a) the United Nations Security Council;

(b) the European Union;

(d) each member state of the European Union; and

(e) the UK;

"Sanctions Laws and Regulations" means any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority from time to time;

"Sanctioned Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions Laws and Regulations (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria);

"Sanctioned Person" means, at any time, (a) any person listed in any Sanctions Laws and Regulations-related list of designated persons maintained by any of the Sanctions Authorities, (b) any person operating, organized or resident in a Sanctioned Country, (c) any person owned or controlled by any such person or persons described in the foregoing clauses (a) and (b), or (d) any Person otherwise the subject of any Sanctions Laws and Regulations;

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

"Screen Rate Replacement Event" means

(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, the Borrower and UK Export Finance materially changed;

(b)

(i)

(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

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

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

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

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

(iv) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

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

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

"Social Environment" means elements of the social environment including all, or any, of the following:

(a) human rights, including without limitation community, labour and workers’ rights and conditions;

(b) human health, safety and security, including without limitation health, safety and security relating to the community, public and workforce;

(d) cultural heritage (whether tangible or intangible) and archaeological artefacts;

(e) continued physical settlement, economic placement and/or livelihood of persons (including in relation to involuntary physical resettlement or economic displacement); and

(f) public participation and stakeholder engagement;

"Specified Time" means a day or time determined in accordance with Schedule 6 (Timetables);

"Subsidiary" means a company or corporation:

(a) which is controlled, directly or indirectly, by a company or corporation or a government agency (a "holding corporation");

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding corporation; or

"Supplier" has the meaning given in paragraph (b) of Clause 12.6 (VAT);

"TA Contract" means the contract or engagement letter for the technical advisory services including on the integration of two designs in relation to the Project, entered into or, as the context may require, to be entered into with the IESC provided in limb (a) of the definition of IESC(s), if required by UK Export Finance;

"TARGET2" means 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;

"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro;

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

"Tax Credit" has the meaning given in paragraph (a) of Clause 12.1 (Tax definitions);

"Tax Deduction" has the meaning given in paragraph (a) of Clause 12.1 (Tax definitions);

"Tax Payment" has the meaning given in paragraph (a) of Clause 12.1 (Tax definitions);

"Third Parties Act" means the Contracts (Rights of Third Parties) Act 1999;

"Total Commitments" means the aggregate of the Commitments being EUR 431,685,732.79 at the date of this Agreement;

"Transaction Documents" means the Finance Documents and the Export Contract;

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower;

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

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate, and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate;

"UK" means the United Kingdom of Great Britain and Northern Ireland;

"UKEF Application Form" means the application form relating to the Export Contract provided by the Exporter to UK Export Finance dated 22 January 2021, as amended from time to time;

"UKEF Guarantee" means the guarantee given or to be given by UK Export Finance to the Lenders relating to this Agreement as referred to in Recital (E);

"UKEF Support Fee" means the sum of EUR 31,685,732.79, being the fee payable to UK Export Finance in relation to the issue of its UKEF Guarantee;

"UK Export Finance" has the meaning given in Recital (E);

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents;

"US" means the United States of America;

"Utilisation" means a utilisation of the Facility;

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

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request);

"VAT" means:

(a) value added tax as provided for in the Value Added Tax Act (Zakon o porezu na dodatu vrednost), Official Gazette of the Republic of Serbia, nos. 84/2004, 86/2004, 61/2005, 61/2007, 93/2012, 108/2013, 6/2014, 68/2014, 142/2014, 5/2015. 83/2015, 5/2016, 108/2016, 7/2017, 113/2017, 13/2018, 30/2018,4/2019, 72/19, 8/2020 and 153/2020

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

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

"World Bank" means the World Bank Group, including the International Bank for Reconstruction and Development, The International Development Association (IDA), The International Finance Corporation (IFC) and The Multilateral Investment Guarantee Agency (MIGA).

1.2Construction

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

(i) the "Agent", the "Arranger", "UK Export Finance", the "Borrower", any "Finance Party", any "Lender", or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) an "agency" shall be construed so as to include any governmental, intergovernmental or supranational agency, authority, body, central bank, commission, department, ministry, organisation, statutory corporation or tribunal (including any political sub-division, national, regional or municipal government and any administrative, fiscal, judicial, regulatory or self-regulatory body or person);

(iii) a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent or, if not so agreed, is in the form specified by the Agent;

(iv) "assets" includes present and future properties, revenues and rights of every description;

(v) for the purposes of the definition of "Subsidiary", "control" means:

(A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the company; or

(2) appoint or remove all, or the majority, of the directors or other equivalent officers of the company; or

(3) give directions with respect to the operating and financial policies of the company or the Borrower, as applicable, which the directors or other equivalent officers of the company are obliged to comply with; or

(B) the holding of more than one-half of the issued share capital of the company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(vi) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vii) a "group of Lenders" includes all the Lenders;

(viii) "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(ix) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x) a "person" includes any individual, firm, company, limited liability company, limited joint venture, joint stock company, unincorporated organisation, trust or other judicial entity, corporation, government, ministry, department, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity or political subdivision thereof or any other entity (whether or not having separate legal personality);

(xi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any agency;

(xii) a provision of law is a reference to that provision as amended or re-enacted;

(xiii) a time of day is a reference to London, United Kingdom time;

(b) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

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

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

(f) An E&S Trigger Event is "continuing" unless UK Export Finance has determined that it has been remedied.

1.3 Currency symbols and definitions

"€", "EUR" and "euro" denote the single currency of the Participating Member States.

1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement, other than UK Export Finance in respect of the rights expressed to be conferred on it pursuant to:

(i) Clause 3.4 (UKEF Guarantee);

(ii) Clause 5.1 (Initial conditions precedent);

(iii) Clause 11.4 (UKEF Support Fee);

(iv) Clause 14.2 (Other Indemnities);

(v) Clause 14.4 (Indemnity to UK Export Finance);

(vi) Clause 16 (Costs and expenses);

(vii) Clause 18.5 ("Know your customer" checks);

(viii) Clause 21.1 (Assignments and transfers by the Lenders);

(ix) Clause 21.10 (Register);

(x) Clause 23.13 (Replacement of the Agent);

(xi) Clause 26.3 (Distributions in respect of Utilisations);

(xii) Clause 33 (Confidential Information); and

(xiii) any other provision of any Finance Document which expressly confers rights on UK Export Finance.

(b) Subject to paragraph (a) above and Clause 32.2 (All Lender matters), a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

2. Effectiveness

2.1 Effective Date

(a) This Agreement shall take effect on the date on which the Agent notifies the Borrower of the satisfaction of the following conditions in form and substance satisfactory to the Agent (acting on the instructions of all Lenders and UK Export Finance):

(i) publication of the Official Gazette of the Republic of Serbia in which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia has been published; and

(ii) delivery of a legal opinion of the Ministry of Justice of Serbia to the Finance Parties and UK Export Finance in relation to the Finance Documents,

(b) For the avoidance of doubt, prior to the Effective Date, the Facility and the obligations of the Lenders are uncommitted and there is no obligation on any Finance Party to agree to any Utilisation Request or make any Utilisation available.

(d) Notwithstanding paragraph (a) above, the provisions of Clause 33 (Confidential Information) and Clauses 37 (Governing law) - 40 (Service of process) (inclusive) shall take effect on the date of this Agreement.

2.2 Longstop Date

If the Effective Date has not occurred by a date no later than 60 days from the date of this Agreement (or any later date which the Agent, acting on the instructions of all Lenders and UK Export Finance, has notified to the Borrower), this Agreement shall not take effect and no Party shall have any rights or obligations hereunder, save to the extent contemplated in paragraph (d) of Clause 2.1 (Effective Date).

Section 2

THE FACILITY

3. The Facility

3.1 The Facility

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

3.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by the Borrower.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.3 Obligations of the Borrower

(a) The obligations of the Borrower under this Agreement shall constitute absolute, unconditional and irrevocable financial obligations to the Finance Parties. Such obligations are independent and separate obligations regardless of any matter affecting the Exporter or the Export Contract including the performance, non-performance, frustration or invalidity of the Export Contract, or the destruction, non-completion, or non-functioning of any of the goods and/or services to be supplied under the Export Contract or the liquidation or bankruptcy of the Exporter or any other person.

(b) Without prejudice to the generality of paragraph (a) above, the Borrower acknowledges that its liability to pay in full any sum payable by it under this Agreement on the due date for payment:

(i) is separate from the performance by the Exporter or any other person of their obligations under the Export Contract and any other agreement relating thereto; and

(ii) shall not be affected in any way by reason of any claim, dispute or defence which the Borrower or the Buyer may have or may consider that it has against any Exporter or any other person.

3.4 UKEF Guarantee

Notwithstanding any other provision of this Agreement, the Borrower acknowledges and agrees that each Finance Party:

(a) shall exercise or refrain from exercising its rights, powers, authorities and discretions (including the giving of notices and instructions and the granting of consents, waivers and permissions) under the Finance Documents only in accordance with the written direction of UK Export Finance given to the Agent and/or the Lenders; and

(b) is under no obligation to the Borrower to act otherwise.

4. Purpose

4.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards one or more of the following:

(a) making payments to the Exporter in respect of the Buyer’s obligations under the Export Contract for Eligible Goods and Eligible Services; and

(b) making payments in respect of 100% of the UKEF Support Fee.

4.2 Monitoring

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

5. Conditions of utilisation

5.1 Initial conditions precedent

(a) The Agent shall not give effect to any Utilisation Request unless:

(i) the Effective Date has occurred;

(ii) the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent to Initial Utilisation) in a form and substance satisfactory to the Agent (acting on the instructions of all Lenders in respect of the conditions set out in clauses 5 and (a) of Schedule 2 (Conditions Precedent to Initial Utilisation)) within thirty (30) days of the Effective Date or by such later date as the Agent may notify the Borrower;

(iii) the Borrower has complied with its obligations under Clause 11.4 (UKEF Support Fee); and

(iv) the Agent has notified the Borrower and the Lenders that the conditions precedent referred to in paragraphs (i), (ii) and (iii) above have been satisfied (the "CP Satisfaction Notice").

(b) Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent serves a CP Satisfaction Notice, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

(c) The conditions precedent described in Schedule 2 (Conditions Precedent to Initial Utilisation) are for the b enefit of the Agent and the Lenders and the Agent may waive any or all of those conditions precedent in whole or in part and decide when and if each of those conditions precedent has been fulfilled to its satisfaction.

(d) If the conditions precedent referred to in paragraph (a) above are not met within thirty (30) days of the Effective Date or any later date as the Agent may agree, the Agent may notify the Borrower that the Commitments of the Lenders shall be cancellable on notice.

(e) Without prejudice to the generality of Clause 3.4 (UKEF Guarantee), the obligation of the Agent to deliver a CP Satisfaction Notice as set out in this Clause 5.1 shall be subject to the overriding right of UK Export Finance in the UKEF Guarantee to determine whether the initial conditions precedent have been fulfilled or waived to the satisfaction of UK Export Finance.

5.2 Further conditions precedent

(a) Subject to paragraph (b) below, the Lenders shall only be obliged to comply with Clause 6.3 (Lenders’ participation) if on the date of the Utilisation Request (if applicable) and on the proposed Utilisation Date:

(i) no Default is continuing or would result from the proposed Loan;

(ii) the Repeating Representations to be made by the Borrower are true;

(iii) no External Financial Indebtedness is due and unpaid;

(iv) no event described in Clauses 8.1 (Illegality), 8.2 (Material Export Contract Change), or 8.3 (Loss of UKEF Guarantee) has occurred;

(v) the UKEF Guarantee is in full force and effect (or, in respect of the first Utilisation, will be in full force and effect immediately upon disbursement of that Utilisation, if all or part of the UKEF Support Fee is being financed by that Utilisation);

(vi) no Sanctions Laws and Regulations would apply to or otherwise affect the Buyer, the receipt by the Borrower, the Buyer or any Exporter (as the case may be) of proceeds from a proposed Loan and or the incurring of debt in relation to a proposed Loan;

(vii) it would not be unlawful or contrary to any Sanctions Laws and Regulations applicable to a Lender for the proposed Loan to be made;

(viii) the Agent has received the full amount of the UKEF Support Fee;

(ix) the Borrower has provided copies of all relevant Authorisations relating to the proposed Loan including, without limitation, evidence of the inclusion of the proposed Loan in the relevant annual budget law of the Republic of Serbia;

(x) the representations made by the Exporter in the Exporter Payment Request, as appropriate, are true; and

(xi) there has been no event or circumstance that in the opinion of the Majority Lenders constitutes or may constitute a material adverse change in the Relevant Jurisdiction or in its international financial, economic or political or social conditions, including any sovereign risk downgrading of the Relevant Jurisdiction by an international agency and/or deterioration in financial sector of the Relevant Jurisdiction, war, civil war, revolution, uprising, acts of terrorism and/or sabotage, an extension of exchange controls or a debt moratorium, or a change in law or regulation or in the political, economic, financial, commercial, legal and fiscal environment of the Relevant Jurisdiction, and which in the opinion of the Majority Lenders would make it inadvisable to proceed with the Utilisations.

(b) Each Lender may, acting at its discretion, decide to make its participation in each Loan available in accordance with Clause 6.3 (Lenders’ participation) regardless of:

(i) whether the conditions set out in paragraph (a) above have been met; or

(ii) the delivery of notice to the Borrower under paragraph (c) of Clause 20.14 (Acceleration).

(c) If any Loans are made when one or more of the conditions referred to in paragraph (a) above have not been met or after delivery of notice to the Borrower under paragraph (c) of Clause 20.14 (Acceleration), such Loans shall be repayable by the Borrower on demand by the Agent on the instructions of the Majority Lenders.

Section 3

UTILISATION

6. Utilisation

6.1 Utilisation of the Facility

(a) The Borrower may utilise the Facility by delivery to the Agent of a Utilisation Request duly completed to the Agent’s satisfaction and to which a duly completed Exporter Payment Request is attached by no later than the Specified Time.

(b) Each Utilisation Request is irrevocable and shall not be regarded as having been duly completed unless:

(i) it is delivered to the Agent not less than ten (10) Business Days before the last day of the Availability Period;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period;

(iii) the currency of the Loan requested in the Utilisation Request is the Facility Currency;

(iv) the amount of the proposed Loan is the total amount certified in the attached Exporter Payment Request as being due to the Exporter under the Export Contract or, if less, the Available Facility;

(v) it has been signed by the Borrower’s Signatory and the attached Exporter Payment Request has been signed by the Exporter’s Signatory and countersigned by the Buyer’s Signatory; and

(vi) it has attached true copies of each of the Required Documents.

(d) The minimum amount for each Utilisation Request shall be EUR 3,725,000.

6.2 Payment of the UKEF Support Fee from the Facility

(a) Upon the issue of the CP Satisfaction Notice, the Borrower shall be deemed to have requested a Loan under the Facility of an amount equal to one hundred per cent. (100%) of the UKEF Support Fee.

(b) The Utilisation Date of the Loan referred to in paragraph (a) above shall be the date falling three (3) Business Days after the date of the CP Satisfaction Notice.

(c) The proceeds of the Loan referred to in paragraph (a) above shall be paid by the Agent on the Utilisation Date in accordance with paragraph (a) of Clause 26.3 (Distributions in respect of Utilisations).

6.3 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan shall be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making such Loan.

(c) Save for the Loan made pursuant to Clause 6.2 (Payment of the UKEF Support Fee from the Facility), the Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

6.4 Utilisation proceeds paid directly to the Exporter or to UK Export Finance

The Borrower acknowledges and agrees that the payment of the proceeds of any Utilisation directly to the Exporter (in satisfaction of Buyer’s obligations to the Exporter under the Export Contract) or to the UK Export Finance (in satisfaction of Borrower’s obligations to pay the UKEF Support Fee to the UK Export Finance) shall constitute a Loan for the purposes of this Agreement as if the proceeds of that Loan had been paid to the Borrower. The Borrower shall comply with the NBS reporting requirements for recording any such payment as Utilisation.

Section 4

Repayment, prepayment and cancellation

7. Repayment

7.1 Repayment of Loans

(a) Subject to paragraph (b) below, the Borrower shall repay outstanding Loans in equal six monthly instalments of EUR 21,584,286.64 (being 1/20th of the amount that would be outstanding on the last day of the Availability Period if the entire Total Commitments were utilised during the Availability Period).

(b) The instalments referred to in paragraph (a) above shall be payable as follows:

(i) the first such instalment shall become due and payable on the First Repayment Date; and

(ii) the Borrower shall continue to pay further such instalments (or if less, the remainder of all outstanding Loans) on each succeeding Repayment Date until it has repaid all outstanding Loans.

7.2 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

8. Prepayment and cancellation

8.1 Illegality

If, in any applicable jurisdiction, it is or becomes unlawful for any Lender (including, without limitation, as a result of Sanctions Laws and Regulations applicable to that Lender) to perform any of its obligations as contemplated by this Agreement or to fund or to maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower of that event, the Available Commitment of that Lender will be immediately cancelled; and

(c) to the extent that the Lender’s participation has not been transferred pursuant to paragraph (b) of Clause 8.7 (Right of replacement in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans on the first Interest Payment Date occurring after the Agent has so notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent pursuant to paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

8.2 Material Export Contract Change

If a Material Export Contract Change is made without the prior written consent of the Agent:

(a) the Lenders shall not be obliged to fund a Utilisation; and

(b) if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days’ notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

8.3 Loss of UKEF Guarantee

If the UKEF Guarantee ceases to provide the full benefit of cover to a Lender or it becomes unlawful for UK Export Finance to perform any of its obligations under the UKEF Guarantee in respect of a Lender or any obligation or obligations of UK Export Finance under the UKEF Guarantee are not or cease to be legal, valid, binding or enforceable or the UKEF Guarantee is not or ceases to be in full force and effect other than as a direct result of the gross negligence or wilful misconduct of the relevant Lender:

(a) the relevant Lender shall not be obliged to fund a Utilisation; and

(b) if the Lender so requires, the Agent shall, by not less than thirty (30) days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

8.4 E&S Incident

If an E&S Incident under paragraph (d)(i)(D) (E&S Trigger Events) of Clause 19.6 (Environmental undertakings) occurs or any E&S Incident is deemed to be incapable of remedy pursuant to paragraph (d)(ii) (E&S Trigger Events) of Clause 19.6 (Environmental undertakings):

(a) the Lenders shall not be obliged to fund a Utilisation; and

(b) the Agent shall, by not fewer than five (5) Business Days’ notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

8.5 Voluntary cancellation

The Borrower may not cancel the whole or any part of the Available Facility, unless otherwise agreed by the Agent.

8.6 Voluntary prepayment of Loans

(a) Subject to paragraph (b) below, the Borrower may, if it gives the Agent not less than thirty (30) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Loan but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of EUR 5,000,000.

(b) A Loan may only be prepaid after the last day of the Availability Period (or if earlier, the day on which the Available Facility is zero).

(c) Any prepayments made under this Clause 8.6 shall satisfy the Borrower’s obligations under Clause 7.1 (Repayment of Loans) in inverse chronological order of the Repayment Dates.

8.7 Right of replacement in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross up); or

(ii) any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

the Borrower may, with the prior written consent of the Agent, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of its intention to replace that Lender in accordance with paragraph (b) below.

(b) If:

(i) any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii) the Borrower becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender,

the Borrower may, on not less than thirty (30) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation to such participation under the Finance Documents.

(i) the Borrower shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii) in no event shall the Lender replaced under paragraph (b) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (b) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws in relation to that transfer.

(d) A Lender shall perform the checks described in paragraph (c)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (b) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

8.8 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(d) The Borrower shall not repay or prepay all or any part of the Loans except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice under this Clause 8, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g) If all or part of any Lender’s participation in a Loan is repaid or prepaid an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) shall be deemed to be cancelled on the date of such repayment or prepayment.

8.9 Application of prepayments

Any prepayment of a Loan pursuant to Clause 8.2 (Material Export Contract Change), Clause 0 (E&S Incident) or Clause 8.6 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.

Section 5

COSTS OF UTILISATION

9. Interest

9.1 Calculation of interest

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

(a) Margin; and

(b) EURIBOR.

9.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date.

9.3 Default interest

(a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. (2.00%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Borrower on demand by the Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not an Interest Payment Date:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. (2.00%). per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4 Notification of rates of interest

(a) The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

(b) The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

9.5 Interest Periods

(a) The period for which each Loan is outstanding shall be divided into successive Interest Periods.

(b) The first day of an Interest Period for each Loan shall begin on:

(i) for the first Interest Period for that Loan, its Utilisation Date; and

(ii) for each subsequent Interest Period, the preceding Interest Payment Date.

(i) for the first Interest Period for that Loan, the date which is six (6) Months after the Utilisation Date; and

(ii) for each subsequent Interest Period, the first Repayment Date falling after the first day of that Interest Period.

(d) If the Utilisation Date of any Loan is less than fifteen (15) days prior to an Interest Payment Date, the first Interest Period for that Loan shall end on the Interest Payment Date that next follows the Interest Payment Date immediately succeeding the Utilisation Date.

9.6 Non-Business Days

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

9.7 Amalgamation of Loans

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

10. Changes to the calculation of interest

10.1 Discontinuation of certain benchmarks

(a) The interest rate on a Loan may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signalled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks (i) may cease to comply with applicable laws and regulations, (ii) may be permanently discontinued, and/or (iii) the basis on which they are calculated may change. LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. The interest rate on Loans denominated in euros is determined by reference to the Euro Interbank offered Rate ("EURIBOR"), which is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the European Union interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel any LIBOR panel bank, being a bank which contributes submissions to ICE LIBOR, to provide quotations to ICE Benchmark Administration Limited (together with any successor to ICE Benchmark Administration Limited, the "IBA") for the purposes of the IBA administering LIBOR after 2021. As a result, it is possible that, commencing in 2022, LIBOR may no longer be available or deemed an appropriate reference rate upon which to determine the interest rate on Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Similar initiatives are already, or may in the future be, underway to identify new or alternative reference rates or, in some cases, adjust methodology for other interest rate benchmarks, such as EURIBOR. The Parties acknowledge that, as a result of the circumstances described above, a Screen Rate Replacement Event may occur.

(b) None of the Finance Parties warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to EURIBOR or another interest rate benchmark or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any such alternative, successor or replacement rate implemented pursuant to clause 10.2 (Unavailability of Screen Rate)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, EURIBOR or such other interest rate benchmark or that it will have the same volume or liquidity as EURIBOR or such other interest rate benchmark did prior to its discontinuance or unavailability.

10.2 Unavailability of Screen Rate

(a) If no Screen Rate is available for EURIBOR for the Interest Period of a Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) If paragraph (a) above applies but there is no reasonably applicable EURIBOR for that Loan, then Clause 10.4 (Cost of funds) shall apply to that Loan for that Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed forty per cent. (40.00%) of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of EURIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) If this Clause 10.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

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

10.5 Break Costs

(a) The Borrower shall, within ten (10) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than an Interest Payment Date for that Loan or Unpaid Sum.

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

11. Fees

11.1 Commitment fee

(a) The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of forty per cent. (40%) of the applicable Margin per annum on each of that Lender’s Available Commitments for the Availability Period.

(b) The accrued commitment fee under paragraph (a) above is payable in arrears on:

(i) during the Availability Period, on each 31 March, 30 June, 30 September and 31 December;

(ii) the last day of the Availability Period; and

(iii) if cancelled in full after the occurrence of the Effective Date, the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2 Arrangement fee

The Borrower shall pay to the Arranger (for its own account) an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.3 Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.4 UKEF Support Fee

The Borrower shall pay to the Agent (for the account of UK Export Finance and pursuant to the Lenders’ obligations under the UKEF Guarantee) an amount equal to the UKEF Support Fee on or before the first Utilisation Date.

Section 6

ADDITIONAL PAYMENT OBLIGATIONS

12. Tax gross up and indemnities

12.1 Tax definitions

(a) In this Agreement,

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

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

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction; and

"Tax Payment" means either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross up) or a payment under Clause 12.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

12.2 Tax gross up

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

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

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

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

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

12.3 Tax indemnity

(a) The Borrower shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

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

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

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

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross up); or

(B) relates to a FATCA Deduction required to be made by a Party.

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

(d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Agent.

12.4 Tax Credit

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

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained and utilised that Tax Credit,

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

12.5 Stamp taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 VAT

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

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

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

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

(d) Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

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

12.7 FATCA Information

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

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

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

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

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

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

12.8 FATCA Deduction

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

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

13. Increased costs

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions) the Borrower shall, within twenty (20) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date of this Agreement;

(ii) compliance with any law or regulation made after the date of this Agreement; or

(iii) the implementation of or application of or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Agreement:

"Basel III" means:

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

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

(d) "Basel Committee" means the Basel Committee on Banking Supervision;

"CRD IV" means:

(a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012); and

(b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and

"Increased Costs" means:

(a) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(b) an additional or increased cost; or

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

13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

(b) attributable to a FATCA Deduction required to be made by a Party;

(c) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or

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

14. Other indemnities

14.1 Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i) making or filing a claim or proof against that Borrower; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

14.2 Other indemnities

The Borrower shall, within ten (10) Business Days of demand, indemnify each Finance Party and UK Export Finance against any cost, loss or liability incurred by that Finance Party or UK Export Finance as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request or pursuant to Clause 6.2 (Payment of the UKEF Support Fee from the Facility) but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3 Indemnity to the Agent

(a) The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

(b) The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

14.4 Indemnity to UK Export Finance

The Borrower shall promptly indemnify UK Export Finance against any cost, loss or liability incurred by UK Export Finance in connection with this Agreement as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

15. Mitigation by the Lenders

15.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 12 (Tax gross up and indemnities) or Clause 13.1 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

15.2 Limitation of liability

(a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it or adversely affect the Finance Party’s rights under the UKEF Guarantee.

16. Costs and expenses

16.1 Transaction expenses

The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including, without limitation, legal fees, travel and expenses together with any irrecoverable value-added-tax or similar taxes incurred on such costs and expenses) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a) the Finance Documents and any other documents referred to in the Finance Documents; and

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

16.2 Amendment costs

If the Borrower requests an amendment, waiver or consent in respect of a Finance Document or an amendment is required pursuant to Clause 26.11 (Change of currency), the Borrower shall, within three (3) Business Days of demand:

(a) reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement; and

(b) pay to the Agent (for the account of UK Export Finance) an amount equal to all costs and expenses (including legal fees) reasonably incurred by UK Export Finance in responding to, evaluating, negotiating or complying with that request or requirement.

16.3 Enforcement costs

The Borrower shall, within three (3) Business Days of demand, pay to the Agent the amount of all costs and expenses (including legal fees) incurred by the Agent, any Lender or UK Export Finance (for the account of the Agent, the relevant Lender or UK Export Finance, as appropriate), in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.4 Agent’s on-going costs

If:

(a) a Default occurs;

(b) the Agent reasonably considers it necessary or expedient; or

(c) the Agent is requested by the Borrower or the Majority Lenders to undertake duties which the Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Agent,

the Borrower must pay to the Agent any additional remuneration which may be agreed between them or, where the Borrower fails to agree any such amount, as otherwise determined by the Agent (acting reasonably and in good faith).

Section 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17. Representations

The Borrower makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement and on the Effective Date.

17.1 Status

Each of the Borrower and the Buyer has the power to own its assets and carry on its operations and activities as they are being conducted.

17.2 Binding obligations

The obligations expressed to be assumed by each of the Borrower and the Buyer in each Transaction Document are legal, valid, binding and enforceable obligations (subject only, in the case of the Borrower, in relation to the incurrence of indebtedness and the assumption of payment obligations by the Borrower under this Agreement, to the publication of the Official Gazette of the Republic of Serbia in which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia has been published).

17.3 Non-conflict with other obligations

The entry into and performance by each of the Borrower and the Buyer of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with:

(a) any Applicable Law;

(b) the constitution of the Relevant Jurisdiction or the constitutional documents of any of it and its government agencies; or

(c) any agreement, mortgage, bond, judgment, arbitral award or other instrument international agreement or treaty, including with the IMF or any other international institution, to which it or its government agencies are party or which is binding upon them or any of their assets or constitute a default or termination event (howsoever described) under any such agreement or instrument.

17.4 Authorisations

(a) Each of the Borrower and the Buyer has full power to enter into, perform and deliver, and has taken all necessary actions to authorise the entry into and performance and delivery of, the relevant Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents (subject only, in the case of the Borrower, in relation to the incurrence of indebtedness and the assumption of payment obligations by the Borrower under this Agreement, to the publication of the Official Gazette of the Republic of Serbia in which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia has been published).

(b) No limit on the powers of the Borrower will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

(c) All Authorisations and acts which are required or advisable in connection with the entry into, performance, legality, validity and enforceability of, and the transactions contemplated by, the relevant Transaction Documents have been obtained or performed (as appropriate) and are in full force and effect.

(d) It has the capacity to sue and be sued before any court and/or arbitration tribunal which may be competent pursuant to the Finance Documents.

17.5 Validity and admissibility in evidence

All Authorisations and other acts, conditions and things required or desirable:

(a) to enable each of the Borrower and the Buyer lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party;

(b) to ensure that the obligations expressed to be assumed by each of the Borrower and the Buyer in the Transaction Documents are legal valid, binding and enforceable; and

(c) to make the Transaction Documents to which each of the Borrower and the Buyer is a party admissible in evidence in the Relevant Jurisdiction (subject to such Transaction Document being translated into Serbian language),

have been obtained or effected and are in full force and effect (other than, in the case of the Borrower, in relation to the incurrence of indebtedness and the assumption of payment obligations by the Borrower under this Agreement, to the publication of the Official Gazette of the Republic of Serbia in which the law on ratification of this Agreement by the National Assembly of the Republic of Serbia has been published).

17.6 Governing law and enforcement

(a) The choice of the law stated to be the governing law of each Finance Document and all non-contractual obligations arising from or connected with them will be recognised and enforced in its Relevant Jurisdiction.

(b) Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in the Relevant Jurisdiction.

(c) The agreement not to claim immunity in relation to a Finance Document to which the Borrower or its assets may be entitled will be recognised and enforced in the Relevant Jurisdiction.

(d) The submission to arbitration as specified in the Finance Documents will be recognised and enforced in the Relevant Jurisdiction.

17.7 Deduction of Tax

Except for taxes imposed by way of withholding on interest paid to non-residents of the jurisdiction of the Borrower, it is not required to make any Tax Deduction for any payment it may make under the Finance Documents and it is obliged to pay any additional amounts payable pursuant to Clause 12 (Tax Gross-Up and Indemnities).

17.8 No filing or stamp taxes

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

(a) report (and pay the reporting fee) to the NBS:

(i) this Agreement and any changes thereto;

(ii) any changes to the Lenders; and

(iii) each Utilisation and each repayment or prepayment under this Agreement,

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

17.9 No Default

(a) No Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject which has or might have a Material Adverse Effect.

17.10 No misleading information

(a) All factual information provided by or on behalf of it (including by its advisers) to a Finance Party in relation to the Facility was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

(b) Nothing has occurred or been omitted and no information has been given or withheld that results in the information provided by or on behalf of the Borrower or any of its government agencies (including by their advisers) being untrue or misleading in any material respect.

17.11 Financial position

(a) There has been no material adverse change in the Borrower’s or the Buyer’s economic condition since the date of this Agreement.

(b) Any budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

17.12 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors in respect of External Financial Indebtedness, save for such obligations as may be preferred by provisions of law that are of mandatory application at the date hereof and, in the case of the Borrower, will be payable out of the public revenues and other assets of the Borrower.

17.13 No proceedings pending or threatened

(a) No litigation, arbitration or administrative proceedings or investigations of, or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it and its government agencies.

(b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or f of any governmental or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it and its government agencies or the Buyer.

17.14 No breach of laws

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

17.15 Environmental laws and standards

(a) No E&S Trigger Events have occurred and are continuing.

(b) As far as it is aware (having made all reasonable enquiries), it has not omitted to provide UK Export Finance with any information in its possession relating to the Environment which, had it been provided, would have resulted in any environmental and/or social report investigation, audit or assessment being materially inaccurate or incomplete, and all information provided to UK Export Finance is, to the best of its knowledge (having made all reasonable enquiries), correct and up-to-date.

(c) No E&S Claims have been commenced and are continuing, and having made all reasonable enquiries, it is not aware of the threat of any E&S Claims with the exception, in either case, of any which are frivolous or vexatious and which it reasonably believes will be discharged, stayed, rejected or dismissed within 60 days of commencement.

(d) No E&S Investigations are being conducted or are pending.

17.16 Anti-corruption law

(a) Each of the Borrower and the Buyer is in compliance with applicable Anti-Corruption Laws and has instituted and maintains as at the date of this Agreement and as at the Effective Date policies and procedures designed to promote and achieve compliance with such laws.

(b) None of:

(i) the Borrower or the Buyer, (nor, to the best of their knowledge and belief (having made due and careful enquiry), any agent, director, employee or officer of any of the Borrower or the Buyer), nor

(ii) (in any capacity in connection with the financing of the Project or in connection with the Export Contract,) any of the Borrower’s government agencies, (nor, to the best of their knowledge and belief (having made due and careful enquiry), any agent, director, employee or officer of any of the Borrower’s government agencies)

has made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Corruption Laws.

(i) the Borrower or the Buyer, (nor to the best of their knowledge and belief (having made due and careful enquiry), any agent, director, employee or officer of any of the Borrower or the Buyer), nor

(ii) (in any capacity in connection with the financing of the Project or in connection with the Export Contract) any of the Borrower’s government agencies (nor to the best of their knowledge and belief (having made due and careful enquiry) any agent, director, employee or officer of any of the Borrower’s government agencies)

is being investigated by any agency, or party to any proceedings, in each case in relation to any Anti-Corruption Laws.

17.17 Sanctions Laws and Regulations:

(a) None of the Borrower or the Buyer and to the knowledge of the Borrower no minister, director, officer, employee or agent of the Borrower or the Buyer that will act in any capacity in connection with or benefit from the credit facility established by this Agreement, is a Sanctioned Person.

(b) No Utilisation, use of proceeds or other transaction contemplated by this Agreement will violate any applicable Sanctions Laws and Regulations.

(c) The foregoing representations this Clauses 17.17(a) and 17.17(b) above will not apply to any party hereto to which (i) Council Regulation (EC) 2271/96 (or any law or regulation implementing such Regulation in any member state of the European Union) or (ii) any similar law or regulation in the United Kingdom (the "Blocking Law") applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of any provision of, the Blocking Law.

17.18 External Financial Indebtedness

None of its External Financial Indebtedness is secured by any Security or Quasi-Security on or with respect to the Public Assets other than as permitted by this Agreement.

17.19 Good title to assets

Each of the Borrower and the Buyer has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on the Project.

17.20 No Immunity

In any proceedings taken in the Relevant Jurisdiction in relation to Finance Documents, it will not be entitled to claim for itself or any of its assets immunity from suit or other legal process, except for immunity from enforcement in respect of any present or future:

(a) "premises of the mission" as such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961;

(b) "consular premises" as such term is defined in the Vienna Convention on Consular Relations signed in 1963;

(d) military property or military assets and buildings, weapons or equipment designated for defence, state and public security;

(e) receivables the assignment of which is restricted by law;

(f) natural resources, common use items, grids in public ownership, river basin land and water facilities in public ownership, protected natural heritage in public ownership and cultural heritage in public ownership;

(g) real estate in public ownership which is, partly or entirely, used by the authorities of the Republic of Serbia, autonomous provinces or local self-government for the purpose of exercising their rights and duties;

(h) the state’s, autonomous province’s or local government’s stocks and shares in companies and public enterprises, unless the relevant entity consented to the establishment of a pledge over such stocks or shares, or

(i) movable or immovable assets of health institutions, unless a mortgage was established based on the Government’s decision; or

(j) other assets exempt from enforcement by law or international treaties,

the assets listed in paragraphs (a) - (j) above (inclusive) being "Excluded Assets".

17.21 Private and commercial acts

Each of the Borrower’s and the Buyer’s execution of the Transaction Documents to which it is a party constitutes, and its exercise of its rights and performance of its obligations under those Transaction Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

17.22 IMF

It is a member in good standing and eligible to use the resources of the IMF and the IBRD and is able to draw or make use of funds available to it under any IMF or IBRD funding programme and no such programme has been cancelled or suspended.

17.23 Exchange controls

(a) Under the laws of the Relevant Jurisdiction, all payments to be made under the Finance Documents may be freely transferred out of the Relevant Jurisdiction and may be paid in, or freely converted into, the Facility Currency.

(b) The Borrower has obtained all foreign exchange control approvals or such other Authorisations as are required to assure the availability of the Facility Currency to enable the Borrower to perform all of its obligations under the Finance Document to which it is a party.

(c) There are no restrictions or requirements currently in effect that limit the availability or transfer of foreign exchange which would restrict the ability of the Borrower to perform its obligations under any Finance Document.

17.24 Public procurement rules

All public procurement rules in the Relevant Jurisdictions which are applicable to the entry into and the exercise of its rights and performance of each of the Borrower’s and the Buyer’s obligations under the Transaction Documents to which it is a party have been complied with.

17.25 Budget and limits

(a) The funds necessary for the payment of all of the obligations of the Borrower under the Finance Documents in respect of the relevant period have been provided for under the Law Approving the Budget of the Republic of Serbia for that year, (which for the year 2021 is Zakon o budžetu Republike Srbije za 2021. godinu, Official Gazette of the Republic of Serbia, no. 149/2020 and 40/2021).

(b) Its borrowings and guarantees are within any limits (if any) set by the IMF, the World Bank and applicable international treaties.

17.26 Reserves

The Republic of Serbia and the NBS have full ownership, power, control and authority to use the Reserves. The Borrower has fully disposable to it part of the available Reserves for the satisfaction and discharge of its obligations under the Finance Documents and does not require any licence or any other Authorisation of any person or Government Entity or other agency to use such part of the Reserves. The Republic of Serbia is the beneficial owner of the Reserves. The NBS is the central bank and monetary authority of the Republic of Serbia that is empowered to hold and manage the Reserves, including the part of the Reserves that is fully disposable by the Borrower, in a manner that contributes to the due performance of the Republic of Serbia’s foreign debt obligations, which will include the obligations under the Finance Documents.

17.27 No additional export credit financing

Other than for the purposes of replacing or refinancing any Financial Indebtedness extended and/or outstanding under the Finance Documents in whole (and not in part), the Borrower has not incurred any other Financial Indebtedness extended by or on behalf of (or guaranteed or insured by or on behalf of) any other export credit agency in respect of the Project or any amount paid or payable by the Buyer under or in relation the Export Contract other than Financial Indebtedness (a) in relation to the Export Contract guaranteed by the Multilateral Investment Guarantee Agency or (b) otherwise consented to in accordance with Clause 19.14 (Consent to additional Financial Indebtedness in respect of further export credit financing).

17.28 Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and each Interest Payment Date.

18. Information undertakings

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1 Financial documents

The Borrower shall deliver to the Agent in a form acceptable to the Agent (in sufficient copies for all the Lenders) as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that calendar year.

18.2 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders and UK Export Finance, if the Agent so requests):

(a) all documents dispatched by the Borrower to its External Financial Indebtedness creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower, and which might, if adversely determined, have a Material Adverse Effect;

(c) promptly such other financial, statistical and general information regarding the financial condition, assets, functions and operations about the Borrower as the Agent may reasonably request, including any requested amplification or explanation or projections or any requested amplification or explanation of other material provided by the Borrower under this Agreement;

(d) promptly a copy of any changes to:

(i) the constitutional documents of the Borrower that effect the status of it; and

(ii) Public Debt Act (Zakon o javnom dugu, Official Gazette of the Republic of Serbia nos. 61/2005, 107/2009, 78/2011, 68/2015, 95/2018, 91/2019 and 149/2020), the Budget System Act (Zakon o budžetskom sistemu, Official Gazette of the Republic of Serbia nos. 54/2009, 73/2010, 101/2010, 101/2011, 93/2012, 62/2013, 63/2013, 108/2013, 142/2014, 68/2015, 103/2015, 99/2016, 113/2017,5/2018, 31/2019, 72/2019 and 149/2020) and the Morava Corridor Law.

18.3 Notification of default

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

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by the Borrower’s signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.4 Use of websites

(a) The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Borrower and the Agent.

(b) If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender and UK Export Finance) in paper form. In any event, the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(c) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

(d) The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(e) If the Borrower notifies the Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(f) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten (10) Business Days.

18.5 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) a change in UK Export Finance’s internal practices and procedures relating to "know your customer" checks;

(iii) any change in the status of the Borrower after the date of this Agreement; or

(iv) a proposed assignment or transfer by a Lender of any of its rights or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or UK Export Finance or any Lender (or, in the case of paragraph (iv) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or UK Export Finance or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or UK Export Finance) or UK Export Finance or any Lender (for itself or, in the case of the event described in paragraph (iv) above, on behalf of any prospective new Lender or UK Export Finance) in order for the Agent, or UK Export Finance, such existing Lender or, in the case of the event described in paragraph (iv) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws or regulations and/or as required under UK Export Finance’s internal practices and procedures pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent () in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable law pursuant to the transactions contemplated in the Finance Documents.

(c) The Borrower will (not more than once in every financial year unless the Agent reasonably suspects a Default is continuing or may occur) permit the Agent and/or accountants or other professional advisers and contractors of the Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Borrower to premises of relevant public offices and to meet with the necessary public officials so as to discuss and monitor the implementation and administration of the Finance Documents, the Export Contract and the parties’ performance thereunder, including by procuring any necessary visas and ensuring security arrangements for the representatives of the Agent.

18.6 Notifications relating to the Export Contract

The Borrower shall promptly notify the Agent if it becomes aware that:

(a) a Material Export Contract Change has been made without the prior written consent of the Agent or is proposed to be made;

(b) a termination or suspension lasting ten (10) days or more has occurred under the Export Contract; or

(c) any disputes or the commencement of arbitration or other legal proceedings in connection with the Export Contract have occurred.

19. General undertakings

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Authorisations

The Borrower must (and shall ensure that, in respect of paragraph (a) below, the Buyer will):

(a) maintain, comply with and do all that is necessary to maintain in full force and effect and (where applicable, and in such case as soon as practicable) obtain any Authorisation required under any Applicable Law in order to perform its obligations under, or for the legality, validity, enforceability or admissibility in evidence of the Transaction Documents (and supply certified copies to the Agent thereof) including, in respect of the Borrower only, any necessary Authorisation, if one is required, to ensure that the Borrower may fully dispose of any Reserves in order to perform its obligations under the Finance Documents; and

(b) ensure that all amounts which are scheduled to fall due under the Transaction Documents in each calendar year are included in the law approving the budget of the Republic of Serbia (Zakon o budžetu Republike Srbije) for that calendar year.

19.2 Compliance with laws

(a) The Borrower shall (and shall ensure that the Buyer will) comply in all respects with the Applicable Law, if failure so to comply would materially impair the Borrower’s ability to perform its obligations under the Finance Documents.

(b) The Borrower will (and shall ensure that the Buyer will) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, the Buyer, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws.

19.3 IMF

The Borrower shall fulfil its obligations as a member of the IMF and IBRD (or any successor of the IMF or IBRD) at all times.

19.4 Negative pledge

In this Clause 19.4, "Quasi-Security" means an arrangement or transaction described in paragraph (d) below.

(a) The Borrower shall not, and shall ensure that each of its government agencies shall not, create or permit to subsist any Security over the Public Assets, owned or subsequently acquired, securing the payment of the Borrower’s External Financial Indebtedness, unless at the same time or prior thereto, it or its agencies (as applicable) secure the Loans equally and rateably with such Security or provide such other arrangement (whether or not comprising Security) as is satisfactory to the Agent.

(b) The Borrower shall ensure that neither it nor the Buyer nor any of its government agencies will:

(i) create or permit to subsist any Security or Quasi-Security over any assets comprised within the Project or any of the Buyer’s rights under the Export Contract; or

(ii) sell, transfer or otherwise dispose of any assets comprised within the Project or any of the Buyer’s rights under the Export Contract.

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Borrower or its government agencies;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising External Financial Indebtedness.

(d) Paragraphs (a) and (c) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any netting or set-off arrangement entered into by the Borrower or any of its government agencies in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii) any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by the Borrower and its government agencies for the purpose of:

(A) hedging any risk to which any government agencies are exposed in their ordinary course of trading; or

(B) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

(iii) any lien arising by operation of law;

(iv) any Security or Quasi Security upon property incurred solely for the purpose of financing the acquisition or construction of such property;

(v) any Security or Quasi Security existing on property at the time of its acquisition;

(vi) any renewal or extension of any Security or Quasi Security of the kind described in paragraphs (i) to (v) above, provided that the principal amount of the External Financial Indebtedness secured is not increased and such renewal or extension is limited to the original property covered thereby; and

(vii) in addition to the Security or Quasi Security described in paragraphs (i) to (vi) above, Security over Public Assets in any calendar year having a market value of EUR 1,000,000 or its equivalent in other currencies.

19.5 Disposals

The Borrower shall not transfer or permit the transfer of any Public Assets to any separate agency, Government Entity or other legal entity controlled directly or indirectly by the Borrower or any of its agencies (i) for the purpose of avoiding the negative pledge in Clause 19.4 (Negative Pledge) or (ii) if the transfer would impair its ability, or the Buyer’s ability, to perform their obligations under the Transaction Documents, other than:

(a) disposals in the ordinary course of trading;

(b) disposals of assets (otherwise than in the ordinary course of business) for full cash consideration, provided that such disposal does not relate to or affect any assets comprised within the Project or any of the Buyer’s rights under the Export Contract;

(d) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed;

(e) disposals with the prior written consent of the Agent; and

(f) any other disposal for full value of an asset unless such disposal might (in the opinion of the Majority Lenders) have a Material Adverse Effect.

19.6 Environmental undertakings

(a) E&S Self-Monitoring Reports

(i) The Borrower shall, or shall procure that the Buyer or the Exporter will, provide a report to UK Export Finance in a form and substance acceptable to UK Export Finance at the times set out in paragraph (ii) or (iii) below, containing the following:

(A) a statement that (and details of how):

(1) (in respect of the first E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Borrower and/or the Buyer) have been fulfilled since the date of this Agreement; and

(2) (in respect of each subsequent E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Borrower and/or the Buyer) in the period since the most recent E&S Self-Monitoring Report have been fulfilled,

or, if it is not able to make such a statement, a disclosure of the E&S Obligations that have not been fulfilled providing full details of such occurrence and any planned mitigation;

(B) details of any E&S Investigations or E&S Claims subsisting at that time; and

(ii) Unless an E&S Trigger Event has occurred and is continuing, the Borrower shall, or shall procure that the Buyer will, provide an E&S Self-Monitoring Report within twenty (20) Business Days of the end of:

(A) each three (3) month period during the Construction Phase; and

(B) each twelve (12) month period from the commencement of the Operations Phase.

(iii) If an E&S Trigger Event has occurred and is continuing, UK Export Finance may require the Borrower to, or to procure that the Buyer provide E&S Self-Monitoring Reports on the corrective actions being taken in respect of that E&S Trigger Event upon request or at such intervals as it may require.

(b) Information regarding E&S Investigations or E&S Claims

The Borrower shall, and shall procure that the Buyer will, as soon as practicable and in any case no later than ten (10) Business Days after the (i) receipt by or on behalf of the Borrower or the Buyer of any notice of or (ii) becoming aware of:

(i) any E&S Investigation; or

(ii) any E&S Claim,

notify UK Export Finance of such notice or of becoming so aware and provide full written details of such E&S Investigation or E&S Claim to UK Export Finance.

If an E&S Incident occurs, the Borrower shall, or shall procure that the Buyer will:

(i) take, or procure the taking of, all such actions and measures required to immediately address the adverse impacts of that E&S Incident; and

(ii) as soon as possible, but in any event no later than five (5) Business Days notify UK Export Finance of its occurrence and provide full written details of it to UK Export Finance.

(d) E&S Trigger Events

(i) Upon UK Export Finance being notified of the occurrence of an E&S Trigger Event or determining that an E&S Trigger Event has occurred, in consultation with the Borrower, it may:

(A) determine that the E&S Trigger Event can be remedied by the Borrower and/or the Buyer pursuant to the relevant E&S Management Plan and that the Borrower and/or the Buyer shall provide progress reports to UK Export Finance in the E&S Self-Monitoring Reports in accordance with paragraph (a) (E&S Self-Monitoring Reports) of Clause 19.6 (Environmental undertakings);

(B) require the Borrower and/or Buyer to produce a Corrective Action Plan, in which case the Borrower and/or the Buyer (as applicable) shall, as soon as practicable following such request but in any event within fifteen (15) Business Days of such request, provide a draft Corrective Action Plan for that E&S Trigger Event to UK Export Finance for its acceptance;

(D) declare that such E&S Trigger Event is incapable of remedy.

(ii) An E&S Trigger Event will be deemed incapable of remedy to the extent that UK Export Finance notifies the Borrower that: (i) the E&S Trigger Event is incapable of remedy in accordance with paragraph (i)(D) above; or (ii) the draft Corrective Action Plan has not been accepted within six (6) months of the request in accordance with the provisions of this paragraph (d) (E&S Trigger Events).

(iii) Following a request by UK Export Finance to provide a draft Corrective Action Plan in accordance with paragraph (i)(B) above and pending acceptance by UK Export Finance of any draft Corrective Action Plan, the Borrower shall, or shall procure that the Buyer will, take or procure the taking of all such actions and measures to immediately address the adverse impacts of the relevant E&S Trigger Event, including such actions or measures as are required by any draft Corrective Action Plan in accordance with the timescales set out in that draft Corrective Action Plan.

(iv) If UK Export Finance does not accept the draft Corrective Action Plan pursuant to paragraph (i)(B) above:

(A) UK Export Finance shall indicate to the Borrower in which areas the draft plan is deficient and the time period within which a revised draft Corrective Action Plan shall be re-submitted to UK Export Finance for its acceptance; and

(B) the Borrower or the Buyer (as the case may be) shall submit a revised draft Corrective Action Plan after consulting with and taking any views of UK Export Finance fully into account.

(v) If UK Export Finance does not accept the revised draft Corrective Action Plan submitted pursuant to paragraph (iv)(B) above, UK Export Finance and the Borrower or the Buyer (as the case may be) shall repeat the process set out in paragraph (iv) above until such time as a revised draft Corrective Action Plan is accepted by UK Export Finance.

(vi) A draft Corrective Action Plan shall be deemed to have been accepted by UK Export Finance thirty (30) Business Days after its submission unless UK Export Finance advises the Borrower otherwise.

(vii) After acceptance of the Corrective Action Plan, the Borrower shall, or shall procure that the Buyer will, take or procure the taking of all such actions and measures as are required by the Corrective Action Plan in accordance with the timescales set out therein.

(viii) Every three (3) months from the date on which a Corrective Action Plan is accepted, the Borrower shall, or shall procure that the Buyer will, provide UK Export Finance with a supplemental E&S Self-Monitoring Report on the implementation of that Corrective Action Plan, and shall provide a final report to UK Export Finance on completion of the Corrective Action Plan, each such report to be in a form and substance acceptable to UK Export Finance.

(ix) To the extent that an E&S Trigger Event is not remedied within the timescales set out in the relevant Corrective Action Plan or in line with the E&S Management Plan, UK Export Finance may require the Borrower to produce a new Corrective Action Plan or take any other corrective measure in accordance with the procedures set out in paragraph (d)(i) (E&S Trigger Events) above.

(e) Site visits

(i) The Borrower shall, or shall procure that the Buyer will, at the request of UK Export Finance, ensure access to the Project and arrange for a site visit by UK Export Finance or its nominated representative or the IESC(s):

(A) at any time while a Corrective Action Plan is in place or when a Default has occurred and is continuing; and

(B) for the purpose of monitoring the performance of the E&S Obligations (other than compliance with a Corrective Action Plan),

(1) in the case of UK Export Finance or its nominated representative at least once in each twelve (12) month period; and

(2) in the case of the IESC(s), at least every 3 months during the Construction Phase and 6 months during the Operations Phase for a period until the later of (i) 24 months after the beginning of the Operations Phase or (ii) 12 months following completion of the Offset Programme as defined in the Biodiversity Offset Management Plan (BOMP) to compensate for residual biodiversity impacts and achieve a no net loss for Natural Habitat and net gain for Critical Habitat, whichever is the later. Completion of the Offset Programme shall be defined as the Completion Date or Milestone set out in the BOMP approved by the Lenders/IESC(s) (as referred to in Action 17 of the ESAP).

(ii) The Borrower shall ensure that UK Export Finance or its nominated representative, and the IESC(s) are promptly and duly informed regarding, and have the right to attend, any multi-stakeholder meeting or focus groups or other meetings which form any part of the Borrower and/or Buyer’s public consultation process in relation to the Project.

(iii) The agenda, scope and (subject to paragraph (i) above) timing of any site visits shall be determined by UK Export Finance or its nominated representative or the IESC(s) following consultation with the Borrower.

(iv) The Borrower shall pay all reasonable costs and expenses of UK Export Finance and/or its nominated representatives in relation to each site visit. To the extent that UK Export Finance or its nominated representative itself was required directly to pay any costs or expenses then the Borrower shall, within seven (7) Business Days of written demand, reimburse UK Export Finance and/or its nominated representative any such amounts incurred.

(v) To the extent reasonably practicable, in advance of any visit to be made by UK Export Finance, its nominated representative, or the IESC(s):

(A) UK Export Finance, its nominated representative, or the IESC(s) shall provide the Borrower with written details of those matters that UK Export Finance, its nominated representative, or the IESC(s) wish to address during the proposed visit in order to assist the Borrower in arranging the visit; and

(B) the Borrower shall provide UK Export Finance, its nominated representative, or the IESC(s) with such up to date information relating to those matters as UK Export Finance or its nominated representative, or the IESC(s) may request.

(vi) Following any visit made by UK Export Finance or its nominated representative, or the IESC(s), the Borrower shall provide such follow up reports or information as UK Export Finance or its nominated representative, or the IESC(s) shall request.

(f) Operations Phase E&S Management Plan

(i) The Borrower shall, or shall procure that the Buyer will, at least six (6) months before the start of the Operations Phase, provide UK Export Finance with a draft Operations Phase E&S Management Plan comprising of the environmental and social management procedures to ensure that all E&S Obligations are complied and/or aligned with (as applicable) in relation to the Operations Phase of the Project.

(ii) UK Export Finance shall notify the Borrower within one (1) month of receipt whether the draft Operations Phase E&S Management Plan is accepted.

(iii) If UK Export Finance does not accept the draft Operations Phase E&S Management Plan submitted pursuant to paragraph (ii) above:

(A) UK Export Finance shall indicate to the Borrower in which areas the draft Operations Phase E&S Management Plan is deficient and the period within which a revised draft Operations Phase E&S Management Plan shall be resubmitted to UK Export Finance; and

(B) the Borrower or the Buyer (as the case may be) shall submit a revised draft Operations Phase E&S Management Plan after consulting with and taking any views of UK Export Finance fully into account.

(iv) If UK Export Finance does not accept the revised draft Operations Phase E&S Management Plan submitted pursuant to paragraph (iii)(B) above UK Export Finance and the Borrower or the Buyer (as the case may be) shall repeat the process set out in paragraph (iii) above until such time as a revised draft Operations Phase E&S Management Plan is accepted.

(v) A draft Operations Phase E&S Management Plan shall be deemed to have been accepted by UK Export Finance thirty (30) Business Days after its submission unless UK Export Finance advises the Borrower otherwise.

(g) IESC(s)

To the extent that the Borrower has failed to pay any amounts due and payable by it to the IESC(s) and any such amounts are then paid on behalf of the Borrower by UK Export Finance, the Borrower shall reimburse UK Export Finance an amount equal to the amounts paid by UK Export Finance within ten (10) days of being notified by UK Export Finance that it has made such payment.

19.7 Anti-corruption law

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

(a) comply with and conduct its functions and operations in compliance with applicable Anti-Corruption Laws; and

(b) not directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions;

(d) not request any Loan, and shall not use, and shall procure that its officers, employees and agents shall not use, the proceeds of any Loan in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws; and

(e) not directly or indirectly, authorise, offer, promise, or make payments of anything of value, including but not limited to cash, cheques, wire transfers, tangible and intangible gifts, favours, services, and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value to:

(i) an executive, official, employee or agent of a governmental department, agency or instrumentality,

(ii) a director, officer, employee or agent of a wholly or partially government-owned or controlled company or business,

(iii) a political party or official thereof, or candidate for political office,

(iv) a Foreign Public Official, or

(v) any other person; while knowing or having a reasonable belief that all or some portion will be used for any the purpose of:

(A) influencing any act, decision or failure to act by any such person in his or her official capacity,

(B) inducing any such person to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or

(f) securing an unlawful advantage; in order to obtain, retain or direct business.

19.8 Sanctions Laws and Regulations

(a) The Borrower will not request any Utilisation, and the Borrower shall not use, and shall procure that the Buyer and its or their respective ministers, directors, officers, employees and agents shall not use, the proceeds of any Utilisation (A) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions Laws and Regulations, or (B) in any manner that would result in the violation of any Sanctions Laws and Regulations applicable to any party.

(b) The foregoing undertaking in Clause ‎19.8(a) will not apply to any party hereto to which (i) the Blocking Law applies, if and to the extent that such undertakings are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of any provision of, the Blocking Law.

19.9 Insurance

The Borrower shall:

(a) procure that any goods and/or services to be supplied under the Export Contract will be insured to the satisfaction of the Agent against the risk of loss or damage in accordance with normal commercial practice for similar contracts until final acceptance of those goods and/or services under the Export Contract; and

(b) produce to the Agent (from time to time at the Agent’s request) evidence that such insurance has been effected and maintained.

19.10 Pari passu ranking

The Borrower shall ensure that at all times all its unsecured and unsubordinated obligations to the Finance Parties (or any of them) against it under the Finance Documents rank at least pari passu with its obligations to all of its other unsecured and unsubordinated creditors save for such obligations as may be preferred by provisions of law that are of mandatory application at the date hereof and, in the case of the Borrower, will be payable out of the public revenues and other assets of the Borrower.

19.11 Filing and reporting requirements

(a) The Borrower shall register, promptly after the Initial Utilisation, the relevant details of this Agreement in the public debt records kept by the Public Debt Administration of the Ministry of Finance of the Republic of Serbia.

(b) The Borrower shall comply with all of its reporting obligations to the NBS in connection with this Agreement pursuant to the Foreign Exchange Act (Zakon o deviznom poslovanju, Official Gazette of the Republic of Serbia nos. 62/2006, 31/2011, 119/2012, 139/2014 and 30/2018) and its implementing regulations, or any other legislation or regulation that may amend, supplement or replace the foregoing.

19.12 Budget and limits

(a) The Borrower shall include all amounts due and payable or that will fall due and payable to the Finance Parties under the Finance Documents during a calendar year in its yearly finance law and its budget statements or other financial plans for that calendar year and shall ensure that there will at no time be any restriction on the ability of the Borrower to meet its obligations under the Finance Documents.

(b) The Borrower shall maintain the funds necessary for the repayment of all of its obligations under the Finance Documents that have been provided for under the Law Approving the Budget of the Republic of Serbia for the year 2021 (Zakon o budžetu Republike Srbije za 2021. godinu, Official Gazette of the Republic of Serbia, no. 149/2020).

(c) The Borrower shall ensure that, at all times, its borrowings and guarantees remain within any limit set by the IMF, the World Bank and the applicable international treaties.

19.13 Compliance with Export Contract

The Borrower shall (and shall ensure that the Buyer will):

(a) comply in all material respects with its obligations under, and in the manner and at the times provided in the Export Contract; and

(b) not repudiate or evidence an intention to repudiate the Export Contract nor take nor omit to take any action that might result in any default on any of its payment or other material obligations under the Export Contract.

19.14 Consent to additional Financial Indebtedness in respect of further export credit financing for the Project

(a) Subject to paragraph (b) below, prior to incurring any additional Financial Indebtedness extended by or on behalf of (or guaranteed or insured by or on behalf of) any other export credit agency (other than UK Export Finance) in respect of the Project or any amount paid or payable by the Buyer under or in relation the Export Contract, the Borrower will provide to the Agent in form and substance satisfactory to it, evidence that the down payment requirement under the Organisation for Economic Cooperation and Development Arrangement on Officially Supported Export Credits (known as the OECD Arrangement) will be met.

(b) Paragraph (a) above shall not apply:

(i) where the Borrower is seeking such further financing for the purposes of replacing or refinancing any Financial Indebtedness extended and/or outstanding under the Finance Documents in whole (and not in part), and

(ii) in respect of Financial Indebtedness in relation to the Export Contract guaranteed by the Multilateral Investment Guarantee Agency.

20. Events of Default

Each of the events or circumstances set out in this Clause 20 is an Event of Default (save for Clause 20.14 (Acceleration)).

20.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three (3) Business Days of its due date.

20.2 Other obligations

(a) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 20.1 (Non-payment) and Clause 20.13 (Environmental)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of:

(i) the Agent giving notice to the Borrower; and

(ii) the Borrower becoming aware of the failure to comply.

20.3 Misrepresentation

Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

20.4 Cross default

(a) Any External Financial Indebtedness of the Borrower is not paid when due or within any originally applicable grace period.

(b) As a result of an event of default (however described), any Financial Indebtedness of the Borrower or any of its government agencies is:

(i) declared to be or otherwise becomes due and payable prior to its specified maturity; or

(ii) placed on demand.

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

(d) No Event of Default will occur under this Clause 20.4 if the aggregate amount of the External Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (c) above is less than (EUR 50,000,000) (or its equivalent in any other currency or currencies as determined by the Agent).

20.5 Moratorium

A moratorium is declared or de facto comes into effect on the payment of any External Financial Indebtedness of the Borrower or the Borrower commences negotiations with any one or more of its External Financial Indebtedness creditors with a view to the general readjustment or rescheduling of its indebtedness.

20.6 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of the Borrower, the Buyer, or any government agencies having an aggregate value of EUR 5,000,000 and is not discharged within thirty (30) days.

20.7 Unlawfulness

(a) It is or becomes unlawful for the Borrower or the Buyer to perform any of its obligations under the Transaction Documents.

(b) Any obligation or obligations of the Borrower under any Finance Document are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

20.8 IMF

The Borrower ceases to be a member in good standing or becomes ineligible to use the resources of the IMF or is unable for any reason to draw or make use of funds available to it under any IMF funding programme or any such programme is cancelled or suspended.

20.9 Repudiation

The Borrower or the Buyer repudiates a Transaction Document or evidences an intention to repudiate a Transaction Document.

20.10 Exchange controls

Any event or series of events occurs which limits the acquisition or the transfer of foreign exchange by the Borrower and such event or events has or is reasonably likely to affect the ability of the Borrower to perform its obligations under any Finance Document.

20.11 Material adverse change

Any circumstances arise which give reasonable grounds in the opinion of the Lender for belief that there has been a material adverse change in:

(a) the economic condition of the Borrower; or

(b) the ability of the Borrower to comply with any of its obligations under the Finance Documents.

20.12 Convertibility/Transferability

Any foreign exchange law is amended, enacted or introduced in the Republic of Serbia or is reasonably likely to be amended, enacted or introduced in each case in the Republic of Serbia that (in the opinion of the Majority Lenders, acting reasonably):

(a) has or is reasonably likely to have the effect of prohibiting, or restricting or delaying in any material respect any payment that the Borrower is required to make pursuant to the terms of any of the Finance Documents; or

(b) is materially prejudicial to the interests of the Finance Parties under or in connection with any of the Finance Documents.

20.13 Environmental

(a) An E&S Obligations Breach under paragraph (d)(i)(D) (E&S Trigger Events) of Clause 19.6 (Environmental undertakings) occurs and is either incapable of remedy or any E&S Obligations Breach is deemed to be incapable of remedy pursuant to paragraph (d)(ii) (E&S Trigger Events) of Clause 19.6 (Environmental undertakings).

(b) Any Operations Phase E&S Management Plan is not accepted by UK Export Finance within six (6) months of its first submission pursuant to paragraph (f) (Operations Phase E&S Management Plan) of Clause 19.6 (Environmental undertakings).

20.14 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

Section 8

CHANGES TO PARTIES

21. Changes to the Lenders

21.1 Assignments and transfers by the Lenders

Subject to the consent of UK Export Finance and this Clause 21, a Lender (the "Existing Lender") may:

(a) assign any of its rights; and/or

(b) transfer by novation any of its rights and obligations under the Finance Documents,

to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or to UK Export Finance (the "New Lender").

21.2 Conditions of assignment or transfer

(a) An assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(b) A transfer will only be effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross up and indemnities) or Clause 13.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in respect of an assignment or a transfer made in the ordinary course of the primary syndication of the Facility.

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

21.3 Assignment or transfer fee

The New Lender shall, on or before the date upon which an assignment or a transfer takes effect (other than if the New Lender is UK Export Finance or an Affiliate of a Lender), pay to the Agent (for its own account) a fee of EUR 5,000.

21.4 Limitation of responsibility of Existing Lenders

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

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower;

(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below, when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.

(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable law in relation to the transfer to such New Lender.

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");

(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii) the Agent, the Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) unless already a Lender, the New Lender shall become a Party as a "Lender".

21.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 21.6 to assign their rights under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 21.5 (Procedure for transfer), to obtain a release by the Borrower from the obligations owed to the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 21.2 (Conditions of assignment or transfer).

21.7 Copy of Transfer Certificate or Assignment Agreement to the Borrower and to NBS

(a) The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

(b) The Borrower shall, as soon as reasonably practicable after it has received a copy of the Transfer Certificate or Assignment Agreement, deliver to the NBS (copied to the Agent) a written statement:

(i) of acknowledgment of the transfer of the Lenders’ rights under the Finance Documents, and

(ii) (if applicable) consenting to the transfer of the Lenders’ obligations under the Finance Documents for the purposes of reporting the change to the Lender.

21.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 21, each Lender may without consulting with or obtaining consent from the Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for such Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

21.9 Pro rata interest settlement

(a) If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders that have become Lenders then (in respect of any transfer pursuant to Clause 21.5 (Procedure for transfer) or any assignment pursuant to Clause 21.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not an Interest Payment Date):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (the "Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the next succeeding Interest Payment Date; and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender that has become a Lender on that date will be the amount which would, but for the application of this Clause 21.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

(b) In this Clause 21.9 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

21.10 Register

The Agent shall keep an up-to-date register of all the Finance Parties and shall supply the Borrower, each Finance Party and UK Export Finance with a copy of the register on request. The register will include each Lender’s Facility Office and contact details for the purposes of this Agreement.

22. Changes to the Borrower

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

Section 9

THE FINANCE PARTIES

23. Role of the Agent and the Arranger

23.1 Appointment of the Agent

(a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each of the Arranger and the Lenders hereby exempts the Agent from the restrictions pursuant to section 181 Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which cannot grant such exemption shall notify the Agent accordingly and, upon request of the Agent, either act in accordance with the terms of this Agreement and/or any other Finance Document as required pursuant to this Agreement and/or such other Finance Document or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or any other applicable laws.

23.2 Instructions

(a) Without prejudice to the generality of Clause 3.4 (UKEF Guarantee), the Agent shall:

(i) exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

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

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss (excluding any management time and any direct or indirect loss of profit) or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may, acting reasonably, act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

23.3 Duties of the Agent

(a) Subject to paragraph (e) of Clause 23.2 (Instructions), the Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 21.7 (Copy of Transfer Certificate or Assignment Agreement to the Borrower), paragraph (b) above shall not apply to any Transfer Certificate or Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document which is delivered to it that it then forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in: (i) the Finance Documents to which it is expressed to be a party; and (ii) the UKEF Guarantee; and no others shall be implied.

(h) The Agent shall notify the Lenders and UK Export Finance if it becomes aware that a prepayment or cancellation event under Clause 8 (Prepayment and cancellation) has occurred.

(i) The Agent shall promptly notify the Lenders and UK Export Finance if any conditions set out in paragraphs (a) of Clause 5.2 (Further conditions precedent) are not satisfied.

23.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

23.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.6 Business with the Borrower

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

23.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) any instructions received by it from UK Export Finance are duly given in accordance with the terms of the UKEF Guarantee, and

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or from UK Export Finance under the UKEF Guarantee) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of the Borrower.

(c) The Agent may, pursuant to the instructions of the Majority Lenders, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts for the benefit of the Lenders and UK Export Finance.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage at its own expense the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts obtained by the Agent pursuant to the instructions of the Majority Lenders and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g) Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

23.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, the Borrower or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document other than information generated by itself; or

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

23.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

23.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default). In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

23.11 Lenders’ indemnity to the Agent

(a) Subject to paragraph (d) of Clause 23.7 (Rights and discretions), each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 26.12 (Disruption to payment systems etc.), notwithstanding any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).

(b) Paragraph (a) above shall not apply to any cost, loss or liability incurred by the Agent in respect of:

(i) any failure by the Borrower to make payment pursuant to Clause 11.3 (Agency fee);

(ii) any payment made by the Agent described in paragraph (d) of Clause 23.7 (Rights and discretions); and

(iii) its management time.

(c) The Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.

23.12 Resignation of the Agent

(a) The Agent may, with the prior written consent of UK Export Finance, resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

(b) Notwithstanding paragraph (a) above, the Agent may, with the prior written consent of UK Export Finance, resign by giving thirty (30) days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three (3) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(d) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(e) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (c) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 23 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(f) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

(g) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

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

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party and that Lender, by notice to the Agent, requires it to resign. The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent.

23.13 Replacement of the Agent

(a) After consultation with the Borrower and with the consent of UK Export Finance, the Majority Lenders may, by giving thirty (30) days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent, subject to the execution by that successor of such documentation as may reasonably be required by UK Export Finance in order to reflect the substitution of the successor as the beneficiary for all purposes under the UKEF Guarantee. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent) and this Clause 23 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

23.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

23.15 Relationship with the Lenders

(a) Subject to Clause 21.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 28.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 28.2 (Contact details) and paragraph (a)(i) of Clause 28.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

23.16 Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of the Borrower, each of its government agencies and the Buyer;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

23.17 Agent’s management time

Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent), Clause 16 (Costs and expenses) and Clause 23.9 (No duty to monitor) shall include the cost of utilising the Agent’s management time or other resources, up to the amount of EUR 5,000, and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).

23.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

24. Conduct of business by the Finance Parties

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.

25. Sharing among the Finance Parties

25.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from the Borrower other than in accordance with Clause 26 (Payment mechanics) (a "RecoveredAmount") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.7 (Partialpayments).

25.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 26.7 (Partial payments) towards the obligations of the Borrower.

25.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.

25.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b) as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.

25.5 Exceptions

(a) This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

Section 10

ADMINISTRATION

26. Payment mechanics

26.1 Payments to the Agent

(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.

26.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 26.4 (Distributions to the Borrower) and Clause 26.5 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party.

26.3 Distributions in respect of Utilisations

(a) The Borrower irrevocably and unconditionally authorises and directs the Agent to pay the proceeds of any Loans to be made to the Borrower pursuant to a Utilisation Request to the Exporter.

(b) The Borrower and Lenders agree that the first Utilisation for 100 per cent. (100%) of the UKEF Support Fee shall be paid to the Agent, for the account of UK Export Finance, pursuant to the Lenders’ obligations under the UKEF Guarantee.

(c) Each payment under paragraph (a) above shall be to such bank account with a bank in the principal financial centre of a Participating Member State or London as notified to the Agent by the Borrower, Exporter or UK Export Finance (as relevant).

26.4 Distributions to the Borrower

The Agent may, with the consent of the Borrower or in accordance with Clause 27 (Set-off), apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

26.5 Clawback and pre-funding

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c) If the Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i) the Borrower shall on demand refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

(d) If the Agent pays an amount to another Party and the Agent determines in its sole discretion that that amount was paid in error, then the Party to whom that amount was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

26.6 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 26.1 (Payments to the Agent) may instead pay that amount direct to the required recipient(s).

(b) A Party which has made a payment in accordance with this Clause 26.6 shall be discharged of the relevant payment obligation under the Finance Documents.

26.7 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents then the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) any sum due but unpaid under Clause 16.3 (Enforcement costs);

(ii) any sum due but unpaid under Clause 9.3 (Default interest) in respect of the sums described in paragraphs (iii), (iv) and (v) below in that order, but only up to the amount that would be due if that sum were calculated by reference to the rate of interest instead of the Default Interest Rate;

(iii) any sum due but unpaid under Clause 9.2 (Payment of interest) and any unpaid sum which would have been due under Clause 9.2 (Payment of interest) but which instead has become due under Clause 8.1 (Illegality), Clause 8.2 (Material Export Contract Change), Clause 8.4 (E&S Incident), or Clause 20.14 (Acceleration);

(iv) any sum due but unpaid under Clause 13.1 (Increased Costs);

(v) any sum due but unpaid under Clause 7 (Repayment) and any unpaid sum which would have been due under Clause 7 (Repayment) but which instead has become due under Clause 8.1 (Illegality), Clause 8.2 (Material Export Contract Change), Clause 8.4 (E&S Incident) or Clause 20.14 (Acceleration);

(vi) the remainder of the sums due but unpaid under Clause 9.3 (Default interest) in respect of the sums described in paragraphs (iii), (iv) and (v) above that were not applied further to paragraph (ii) above;

(vii) any sum due but unpaid under Clause 10.5 (Break Costs); and

(viii) any other sum due but unpaid under this Agreement.

(b) The Agent shall, if so directed by the Lender, vary the order set out in paragraph (a) above.

26.8 No set-off by the Borrower

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

26.9 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.10 Currency of account

(a) Subject to paragraphs (b) and (c) below, the Facility Currency is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than the Facility Currency shall be paid in that other currency.

26.11 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

26.12 Disruption to payment systems etc.

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

(a) the Agent 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 the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above 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;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 32 (Amendments and waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 26.12; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

27. Set-off

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

28. Notices

28.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

28.2 Contact details

The address and/or fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, the Original Lenders and the Agent, those identified with its name on the signatories pages; and

(b) in the case of each Lender or any Borrower, that notified in writing to the Agent on or prior to the date on which it becomes a Party,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change to its own contact details is made by the Agent) by not less than five (5) Business Days’ notice.

28.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Contact details), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature on the Agent’s signature page (or any substitute department or officer as the Agent shall specify for this purpose).

(d) Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the next Business Day.

28.4 Notification of contact details

Promptly upon changing its own address or fax number, the Agent shall notify the other Parties.

28.5 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic communication address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days’ notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between the Borrower and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and, in the case of any electronic communication, made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following Business Day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 28.5.

28.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

29. Calculations and certificates

29.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

29.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

29.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

30. Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

31. Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

32. Amendments and waivers

32.1 Required consents

(a) Subject to Clause 3.4 (UKEF Guarantee), Clause 32.2 (All Lender matters) and Clause 32.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 32.

(c) Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 23.7 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

32.2 All Lender matters

Subject to Clause 32.4 (Replacement of Screen Rate) an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) a change in currency of payment of any amount under the Finance Documents;

(e) an increase in any Commitment or the Total Commitments, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(f) a change to the Borrower;

(g) any provision which expressly requires the consent of all the Lenders;

(h) any provision relating to Sanctions Laws and Regulations or Anti-Corruption Laws; or

(i) Clause 3.2 (Finance Parties’ rights and obligations), Clause 6.1 (Utilisation of the Facility), Clause 8.1 (Illegality), Clause 8.9 (Application of prepayments), Clause 21 (Changes to the Lenders), Clause 25 (Sharing among the Finance Parties), this Clause 32, Clause 38 (Governing law), the governing law of any Finance Document, or Clause 39 (Jurisdiction),

shall not be made without the prior consent of all the Lenders.

32.3 Other exceptions

An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger (each in their capacity as such) may not be effected without the consent of the Agent, the Arranger as the case may be.

32.4 Replacement of Screen Rate

Subject to Clause 32.3 (Other exceptions), if a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:

(a) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and

(b)

(i) aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(ii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii) implementing market conventions applicable to that Replacement Benchmark;

(iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders, UK Export Finance and the Borrower).

33. Confidential Information

33.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 33.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

33.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person’s Affiliates, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person’s Affiliates, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 23.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 21.8 (Security over Lenders’ rights);

(viii) who is a Party;

(ix) who is the Exporter; or

(x) with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (i), (ii) and (iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

(C) in relation to paragraphs (v), (vi) and (vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(d) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (d) if the service provider to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking; or

(e) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

33.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or the Borrower the following information:

(i) name of the Borrower;

(ii) country of domicile of the Borrower;

(iii) place of incorporation of the Borrower;

(iv) date of this Agreement;

(v) Clause 38 (Governing law);

(vi) the names of the Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of the Facility;

(ix) amount of Total Commitments;

(x) currency of the Facility;

(xi) type of the Facility;

(xii) ranking of the Facility;

(xiii) scheduled final repayment date of the Facility;

(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Borrower represents that none of the information set out in paragraphs (a)(i) to (xv) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Agent shall notify the Borrower and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and the Borrower; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and the Borrower by such numbering service provider.

33.4 Disclosure by UK Export Finance

The Parties acknowledge and agree that nothing in this Agreement shall prevent UK Export Finance from disclosing Confidential Information:

(a) to UK Export Finance’s employees, agents, consultants, advisers and contractors, any of UK Export Finance’s insurers and/or reinsurers and any other party with whom UK Export Finance may potentially enter into insurance or reinsurance arrangements (including their agents, brokers and consultants);

(b) to any successor body or company to which UK Export Finance transfers or proposes to transfer all or any part of its business;

(i) by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(ii) in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or

(iii) by an international organisation of which UK Export Finance or the United Kingdom is a member;

(d) to any other UK government department and otherwise to the extent that UK Export Finance deems disclosure to be necessary or appropriate in connection with carrying out its public functions and duties;

(e) for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which UK Export Finance has used its resources;

(f) to the Serious Fraud Office, the National Crime Agency or any other governmental authority in accordance with UK Export Finance’s financial crimes compliance policies, where UK Export Finance has reasonable grounds to believe that any other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;

(g) in publishing in UK Export Finance’s annual report, on its website or elsewhere details of the names of the Buyer and the Exporter and the country in which the Export Contract is to be performed, a short description of the items supplied under the Export Contract or the Project, the type and amount of UK Export Finance support provided and the potential environmental and/or social impact category that UK Export Finance has assigned to the Project; or

(h) to any person with the consent of the Borrower (such consent not to be unreasonably withheld or delayed).

33.5 Freedom of Information

(a) Each Party acknowledges that UK Export Finance is subject to the requirements of the Information Legislation and will provide all necessary assistance and cooperation as requested by UK Export Finance to enable UK Export Finance to comply with its obligations under the Information Legislation.

(b) Each Party acknowledges that UK Export Finance may be required under the Information Legislation to disclose Information concerning any Party (including Confidential Information and commercially sensitive information) without consulting or obtaining consent from that Party. Notwithstanding this, if UK Export Finance receives a request under the Information Legislation to disclose Information concerning any Party, UK Export Finance will endeavour, in accordance with any relevant guidance issued under the Information Legislation and to the extent that it is lawful for UK Export Finance to do so, to:

(i) prior to the making of a disclosure pursuant to the Information Legislation provide the relevant Party with details of the request received and give that Party an opportunity to make representations on the applicability of any exemption in the Information Legislation in relation to the Information which has been requested;

(ii) consider any such representations received from that Party; and

(iii) if UK Export Finance determines that disclosure pursuant to the Information Legislation is required, advise that Party of the scope and content of any disclosure in advance of disclosing that information.

(c) UK Export Finance will be responsible for determining in its absolute discretion whether any Information relating to any Party is exempt from disclosure in accordance with the Information Legislation.

33.6 Disclosure to the Exporter

Subject to Clause 33.2 (Disclosure of Confidential Information), each Party agrees that the Agent may disclose the form (whether in draft or final agreed version) of the Exporter Payment Request and any terms of this Agreement for the sole purpose of enabling the Exporter to request a payment and for such payment to be made to the Exporter.

33.7 Entire agreement

This Clause 33 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

33.8 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

33.9 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 33.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory functions; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 33.

33.10 Continuing obligations

The obligations in this Clause 33 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

34. Confidentiality of funding rates

34.1 Confidentiality and disclosure

(a) The Agent and the Borrower agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

(b) The Agent may disclose:

(i) any Funding Rate to the Borrower pursuant to Clause 9.4 (Notification of rates of interest); and

(ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a Confidentiality Undertaking.

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant.

34.2 Related obligations

(a) The Agent and the Borrower acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Funding Rate for any unlawful purpose.

(b) The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 34.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 34.

34.3 No Event of Default

No Event of Default will occur under Clause 20.2 (Other obligations) by reason only of the Borrower’s failure to comply with this Clause 34.

35. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

36. Governing Language

Although this Agreement may be translated into any other language than English, such non-English version of this Agreement is for information purposes only. In the event of any conflict or inconsistency between the English language version and such non-English version of this Agreement or any Dispute regarding the interpretation of any provision in the English language version or non-English version of this Agreement, the English language version of this Agreement shall prevail and questions of interpretation shall be addressed solely by reference to the English language version.

37. Contractual recognition of bail-in

It is agreed that notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) in this clause 37:

(i) "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

(ii) "Bail-In Action" means the exercise of any Write-down and Conversion Powers.

(iii) "Bail-In Legislation" means:

(A) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time, and

(B) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

(iv) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

(v) "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

(vi) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

(vii) "UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

(viii) "Write-down and ConversionPowers" means:

(A) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(B) in relation to any other applicable Bail-In Legislation:

(1) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers, and

(2) any similar or analogous powers under that Bail-In Legislation.

Section 11

GOVERNING LAW AND ENFORCEMENT

38. Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

39. Arbitration

(a) Arbitration

Subject to paragraph (e) (Agent’s option), any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA).

(b) Formation of arbitral tribunal, seat and language of arbitration

(i) The arbitral tribunal shall consist of three arbitrators. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as presiding arbitrator) shall be nominated by the arbitrators nominated by or on behalf of the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, he shall be chosen by the LCIA Court (as defined in the Arbitration Rules of the LCIA).

(ii) The seat of arbitration shall be London, England.

(iii) The language of the arbitration shall be English.

For the purposes of arbitration pursuant to this Clause 39 (Arbitration), the Parties waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

(d) Consolidation of arbitrations

(i) The following shall apply to any disputes arising out of or in connection with this Agreement and out of or in connection with any other Finance Document in respect of which a Request for Arbitration has been delivered (or, where impossible, effectively notified) to all other parties to the arbitration. In relation to any such disputes if, in the absolute discretion of the first arbitral tribunal to be appointed in any of the disputes, they are so closely connected that it is expedient for them to be resolved in the same proceedings, that arbitral tribunal shall have the power to order that the proceedings to resolve that dispute shall be consolidated with those to resolve any of the other disputes, provided that no date for the final hearing of the first arbitration has been fixed. If that arbitral tribunal so orders, the parties to each dispute which is a subject of its order shall be treated as having consented to that dispute being finally decided:

(A) by the arbitral tribunal that ordered the consolidation unless the LCIA decides that that arbitral tribunal would not be suitable or impartial; and

(B) in accordance with the procedure, at the seat and in the language specified in the relevant Finance Document under which the arbitral tribunal that ordered the consolidation was appointed, save as otherwise agreed by all parties to the consolidated proceedings or, in the absence of any such agreement, ordered by the arbitral tribunal in the consolidated proceedings.

Any dispute which is subject to a contractual option to litigate shall only be capable of consolidation pursuant to this paragraph (i) if:

(C) exercise of the option to which the dispute is subject is no longer permitted pursuant to the terms upon which the option was granted; or

(D) the right of the option-holder to exercise the option has otherwise been validly waived.

(ii) Paragraph (i) above shall apply even where powers to consolidate proceedings exist under any applicable arbitration rules (including those of an arbitral institution) and, in such circumstances, the provisions of paragraph (i) above shall apply in addition to those powers.

(e) Agent’s option

Before the Finance Parties have delivered to the Registrar of the LCIA Court a Request for Arbitration or Response as defined in the Arbitration Rules of the LCIA (as the case may be), the Agent may (and shall, if so instructed by the Majority Lenders) by notice in writing to all other Parties require that all Disputes or a specific Dispute be heard by a court of law. If the Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 40 (Jurisdiction).

40. Jurisdiction

If the Agent issues a notice pursuant to Clause 39(e) (Agent’s option), the provisions of this Clause 40 (Jurisdiction) shall apply.

(a) The courts of England have exclusive jurisdiction to settle any Dispute.

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

41. Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(i) irrevocably appoints the Ambassador of the Republic of Serbia to the Court of St. James’s at 28 Belgrave Square, London SW1X 8QB as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower must immediately (and in any event within fifteen (15) days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may, at the Borrower’s cost, appoint another agent for this purpose.

41.2 Waiver of immunity

(a) The Borrower irrevocably waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including, without limitation, immunity in respect of:

(i) jurisdiction of any court or tribunal;

(ii) the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues;

(iii) any process for execution of any award or judgment against its property;

(iv) service of process; and

(v) the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues,

and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the Borrower irrevocably consents to the enforcement of any judgment or award and agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of the jurisdiction, subject to paragraph (d) below.

(b) The Borrower agrees that in any proceedings in England this waiver shall have the fullest scope permitted by the English State Immunity Act 1978 and that this waiver is intended to be irrevocable for the purposes of the English State Immunity Act 1978.

(c) Without limitation to the obligations of the Borrower under paragraphs (a) and (b) above, in respect of any proceedings arising out of or in connection with the enforcement and/or execution of any award or judgment made against it, the Borrower hereby submits to the jurisdiction of any court in which any such proceedings are brought.

(d) Notwithstanding the provisions of Clause 41.2(Waiver of Immunity) (a) to (c) above, the Borrower does not waive any immunity from enforcement in respect of any Excluded Assets.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

THE ORIGINAL PARTIES

THE ORIGINAL LENDER

Name of Original Lender	Commitment (EUR)
JPMORGAN CHASE BANK, N.A., LONDON BRANCH	431,685,732.79

Schedule 2

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Borrower Authorisations

(a) Copies of all relevant laws, regulations and/or Authorisations relating to the power and authority of the Borrower, the Ministry of Finance, the Minister of Finance and/or the Acting Minister of Finance (as applicable) and the performance of the Borrower’s obligations under the Finance Documents, including but not limited to.

(i) the constitution of the Republic of Serbia; and

(b) A certified copy of a decision of the Government of the Republic of Serbia: (i) approving the borrowing by the Borrower under this Agreement and the Finance Documents; (ii) authorizing the Minister of Finance of the Republic of Serbia to execute the Finance Documents on behalf of the Republic of Serbia.

(c) An evidence of the enactment by the National Assembly of the Republic of Serbia of the law approving this Agreement (together with evidence of such law being promulgated by the President of the Republic of Serbia and published in the Official Gazette of the Republic of Serbia).

(d) A certified copy of KZ forms (in Serbian: "KZ obrasci") evidencing that this Agreement has been duly reported to the NBS;

(e) A certificate of an authorised signatory of the Borrower:

(i) certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and

(ii) confirming that the borrowing of the full amount of the Facility would not cause any borrowing, guaranteeing or similar limit binding on the Borrower or the Republic of Serbia to be breached.

2. Buyer Authorisations

(a) A certified copy of the constitutional documents of the Buyer.

(b) A certified copy of a resolution of the shareholders’ assembly of the Buyer (together with the proposal of the Director):

(i) approving the terms of, and the transactions contemplated by the Export Contract; and

(ii) authorising a specified person or persons to execute the Export Contract.

3. Finance Documents

(a) An original of each Finance Document duly entered into by the parties to it.

(b) Evidence that each such Finance Document has been duly authorised, executed and delivered by each party thereto and in full force and effect, with, if applicable, evidence that any stamp duties have been duly paid in relation to each such Finance Document and that such Finance Document has been registered with the appropriate authorities in the Republic of Serbia.

4. Export Contract and Exporter Related Authorisations

(a) A certified copy of the Export Contract duly executed by the parties to it and certified to be true, accurate and complete by the Buyer and the Exporter.

(b) In respect of the Buyer:

(i) evidence that the signatory who signed the Export Contract on behalf of the Buyer was duly authorised to sign it; and

(ii) evidence that the Buyer has obtained all Authorisations in the Republic of Serbia necessary for the purchase and import of the goods and services to be supplied under the Export Contract and that such Authorisations remain in full force and effect.

(i) evidence that each signatory who signed the Export Contract on behalf of the Exporter and its Affiliates which are signatories thereto was duly authorised to sign it;

(ii) the name of a specified person or persons who are duly authorised on its behalf to sign and/or despatch documents related to this Agreement including any appendix to a Utilisation Request together with evidence of their authority;

(iii) a specimen signature of each person authorised in the manner described in paragraph (ii) above; and

(iv) evidence that each signatory who signed the exporter agreement entered into between the Exporter and UK Export Finance was duly authorised to sign it.

(d) The Exporter shall have provided to the Agent:

(i) written confirmation that it has received payment in cash of EUR 150,000,000 from the total payment due from the Buyer to the Exporter and evidence/confirmation of payment and which contractual amounts its relates to;

(ii) evidence that the Performance Security (as defined in the Export Contract) referred to in clause 4.2 of the Particular Conditions of Contract of the Export Contract has been duly executed in accordance with the terms of the Export Contract;

(iii) written confirmation that all Authorisations (if any), including export licences (if required), in respect of the goods and/or services to be supplied in accordance with the Export Contract have been obtained and remain in full force and effect; and

(iv) a copy of any relevant export licences.

5. Legal opinions

(a) A legal opinion of Ashurst LLP, legal advisers to the Finance Parties in England, in the form and substance acceptable to UK Export Finance and the Agent and distributed to, and capable of being relied on by, the Original Lenders and UK Export Finance prior to signing this Agreement.

(b) A legal opinion of BDK Advokati, legal advisers to the Finance Parties in the Republic of Serbia, in the form and substance acceptable to UK Export Finance and the Agent and distributed to, and capable of being relied on by, the Original Lenders and UK Export Finance prior to signing this Agreement.

(d) Any other legal opinion requested by any Finance Party.

6. UK Export Finance documents

(a) A copy of the UKEF Guarantee duly executed by the parties to it.

(b) Receipt by UK Export Finance, in a form satisfactory to it, of:

(i) letters of undertaking duly executed by each Finance Party; and

(ii) the exporter agreement entered into between the Exporter and its Affiliates which are signatories thereto and UK Export Finance.

7. Other documents and evidence

(a) Evidence that any process agent referred to in Clause 41 (Service of process) has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Finance Documents or for the validity and enforceability of any Finance Document.

(c) Evidence that the fees, costs and expenses due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid on or before the first Utilisation Date.

(d) Evidence that each Original Lender’s "know your customer" and client adoption requirements have been completed.

(e) Any actions or documents requested by UK Export Finance to complete the Construction Phase E&S Management Plan have been undertaken or delivered (as applicable).

(f) Evidence that any actions required to be undertaken before the first Utilisation Date pursuant to the Environmental and Social Action Plan and/or the Construction Phase E&S Management Plan have been duly undertaken.

(g) A template E&S Self-Monitoring Report for the Construction Phase prepared by the Borrower and proposed to be delivered pursuant to paragraph (a) (E&S Self-Monitoring Reports) of Clause 19.6 (Environmental undertakings).

(h) A certified copy of the duly executed IESC Contract(s) in form and substance acceptable to UK Export Finance together with confirmation from the IESC(s) entitling UK Export Finance to rely on its (or, if applicable, their) reports and plans.

Schedule 3

UTILISATION REQUEST

From: [Borrower]

To: [Agent]

Dated: [●]

Dear [insert name of Agent],

Utilisation Request No. [●]

1. We refer to:

(a) the contract for [short description of export] dated [●] and made between [Exporter] (the "Exporter") and [Buyer] (the "Buyer"), as amended from time to time (the "Export Contract");

(b) the facility agreement dated [●] and made between, inter alia, [Borrower] (the "Borrower"), the financial institutions listed therein as original lenders and [Agent] (the "Agent") as amended from time to time (the "Facility Agreement"); and

2. This is a "Utilisation Request" as defined in the Facility Agreement.

3. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

4. We would like to borrow by way of Loan the amount set out below on the date set out below:

Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
Amount:	[●] EUR

5. This Utilisation Request is irrevocable.

6. We hereby represent and warrant that on the date of this Utilisation Request and the relevant Utilisation Date:

(a) each condition specified in Clause 5.2 (Further conditions precedent) of the Facility Agreement is satisfied;

(b) the Export Contract is in full force and effect and has not been suspended, terminated, cancelled or repudiated (in each case, in whole or in part);

(c) the amount requested under paragraph 4 above does not, when added to any Loans made under the Facility Agreement, exceed the Available Facility;

(d) the amount requested under paragraph 4 above does not include any amount which has already been requested in any other Utilisation Request or which has been the subject of an Exporter Payment Request;

(e) the copies of the documents attached to this Utilisation Request are true copies of the original documents;

(f) the information contained in the documents mentioned in paragraph (e) above is true and accurate and has not been amended or superseded at the date of this Utilisation Request; and

7. the amount requested under paragraph 4 above does not relate to payments made by the Borrower under the Export Contract to the Exporter which form part of the cash down payment referred to in the condition precedent in paragraph 4(d)(i) of Schedule 2 (Conditions Precedent to Initial Utilisation).

8. The payment of the amount requested under paragraph 4 above should be made into the following bank account of the Exporter: [account], as specified in [paragraph 8 of the Exporter Payment Request No. [__].]

9. We undertake to provide any other documentation reasonably requested by the Agent from time to time in connection with this Utilisation Request.

Yours faithfully,

For and on behalf of [Borrower]

Signature:* …………………………………

Name: …………………………………

Position: …………………………………

Date: …………………………………

*Signature of Borrower’s Signatory

Appendix to Utilisation Request

Exporter Payment Request

From: [Exporter]

To: [Borrower]

Dated: [●]

Dear [insert name of Borrower],

Exporter Payment Request No. [●]

1. We refer to:

2. This is an "Exporter Payment Request" as defined in the Facility Agreement.

3. Terms defined in the Facility Agreement have the same meaning in this Exporter Payment Request unless given a different meaning in this Exporter Payment Request.

4. In this Exporter Payment Request:

"Exported Element Value" means the value of the Export Contract less the cost to the Exporter of procuring any Local Supplies.

"Integrated Goods" means:

(i) in the case of Local Supplies, Local Supplies that are or will be integrated with other goods in the UK to produce goods that are or will be eligible for a certificate of UK origin from a British Chamber of Commerce; and

(ii) in the case of Third Country Supplies, Third Country Supplies that are or will be integrated with other goods in the UK to produce goods that are or will be eligible for a certificate of UK origin from a British Chamber of Commerce.

"Local Supplies" means goods and/or services procured by the Exporter from persons ordinarily resident in and/or carrying on business in the Buyer’s country but excluding Integrated Goods.

"Non-UK Supplies" means Local Supplies and Third Country Supplies, together.

"Third Country Supplies" means goods and/or services that are not Local Supplies and that are procured by the Exporter from persons ordinarily resident in and/or carrying on business in a country other than the UK but excluding Integrated Goods.

5. This Exporter Payment Request is irrevocable.

6. We represent and warrant that:

(a) each of the payments set out in the appendix to this Exporter Payment Request (the "Appendix"/), the total amount of which is [total amount], [is now due][will be due on [[●]] to us from the Buyer under the Export Contract;

(b) the payments set out in the Appendix do not include any payment which we have previously submitted pursuant to any Exporter Payment Request;

(c) the goods and/or services identified in the Appendix have been supplied in accordance with the Export Contract and are consistent with the description given by us to UK Export Finance in the UKEF Application Form;

(d) the goods and/or services identified in the Appendix have been manufactured or produced in or purchased from the relevant suppliers and from the place(s) identified in the export details spreadsheet1 (in the form agreed on or about the date of the Agreement or as amended, subject to confirmation from the Agent acting on the instructions of UK Export Finance and the Majority Lenders);

(e) the cost to us of procuring any Local Supplies in respect of which this Exporter Payment Request is being submitted does not, when added to the cost to us of procuring any Local Supplies in respect of which previous Exporter Payment Requests have been submitted, exceed 30% of the Exported Element Value;

(f) the cost to us of procuring any Non-UK Supplies in respect of which this Exporter Payment Request is being submitted does not, when added to the cost to us of procuring any Non-UK Supplies in respect of which previous Exporter Payment Requests have been submitted, exceed 65% of the value of the Export Contract;

(g) the obligations expressed to be assumed by us under the Export Contract are legal, valid, binding and enforceable obligation;

(h) we are in compliance with all laws and regulations which are applicable to us, the export of goods and/or services in connection with the Export Contract;

(i) the Export Contract has not been terminated;

(j) neither the Export Contract nor any part of the Export Contract is subject to any litigation or arbitration currently in progress or any arbitration award;

(k) to the best of our knowledge and belief, neither the Export Contract nor any part of the Export Contract will be the subject of litigation or arbitration; and

(l) the copies of the documents attached to this Exporter Payment Request are true copies of the original documents.

7. The payment of the total amount due to us, set out in paragraph 6(a) above, should be made into the following bank account: [account].

8. We attach copies of our invoice(s) to the Buyer in respect of the payments set out in the Appendix.

____________
1 Note: spreadsheet is to be filled out and updated regularly (i.e. on each drawdown or as agreed with the Agent acting on behalf of the Lenders and UKEF).

9. We undertake to provide any other documentation reasonably requested by the Agent from time to time in connection with this Exporter Payment Request.

Yours faithfully

For and on behalf of [Exporter]

Signature:* …………………………………

Name: …………………………………

Position: …………………………………

Date: …………………………………

*Signature of Exporter’s Signatory

Yours faithfully

Appendix to Exporter Payment Request

Payments

Date of Invoice	Invoice Number	Goods/Services	Payment Due
[●]	[●]	[●]	[●]
[●]	[●]	[●]	[●]

Schedule 4

FORM OF TRANSFER CERTIFICATE

To: [●] as Agent

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

Facility agreement dated [●] and made between, inter alia, [Borrower] as borrower, the financial institutions listed therein as original lenders and [Agent] as agent, as amended from time to time (the "Facility Agreement")

1. We refer to the Facility Agreement. This is a Transfer Certificate. Terms defined in the Facility Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 21.5 (Procedure for transfer) of the Facility Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 21.5 (Procedure for transfer) of the Facility Agreement, all of the Existing Lender’s rights and obligations under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Facility Agreement as specified in the schedule to this Transfer Certificate (the "Schedule").

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 28.2 (Contact details) of the Facility Agreement are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.

4. [The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law as provided for in paragraph [c] of Clause [23.1] (Appointment of the Agent).]

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

The Schedule

COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED2

[insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●].

[Agent]

By:

_____________
2 Note: The Borrower will need the information about the amount of the rights and obligations being transferred in order to prepare and deliver the written statement to the NBS (please note Clause 21.7)

Schedule 5

FORM OF ASSIGNMENT AGREEMENT

To: [●] as Agent and [●] as Borrower

From: [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated:

Facility agreement dated [●] and made between, inter alia,[Borrower]as borrower, the financial institutions listed therein as original lenders and[Agent]as agent, as amended from time to time (the "Facility Agreement")

1. We refer to the Facility Agreement. This is an Assignment Agreement. Terms defined in the Facility Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 21.6 (Procedure for assignment) of the Facility Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Facility Agreement as specified in the schedule to this Assignment Agreement (the "Schedule").

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment and participations in Loans under the Facility Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [●].

4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 28.2 (Contact details) of the Facility Agreement are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement.

7. [The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law as provided for in paragraph [c] of Clause [23.1] (Appointment of the Agent).]

8. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 21.6 (Procedure for assignment) of the Facility Agreement, to the Borrower of the assignment referred to in this Assignment Agreement.

9. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

The Schedule

RIGHTS TO BE ASSIGNED AND OBLIGATIONS TO BE RELEASED AND UNDERTAKEN3

_______________
3 Note: The Borrower will need the information about the amount of the rights being assigned in order to prepare and deliver the written statement to the NBS (please see Clause 21.7)

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

Schedule 6

TIMETABLES

Clause	Description	Specified Time
Clause 6.1(a) (Utilisation of the Facility)	Delivery of a Utilisation Request duly completed to the Agent’s satisfaction	11.00 a.m. on the day that is 10 Business Days prior to the proposed Utilisation Date
Clause 6.3 (Lenders’ participation)	Agent notifies the Lenders of the Loan	11.00 a.m. on the day that is 7 Business Days prior to the proposed Utilisation Date
Definition of "EURIBOR"	Fixing of EURIBOR or Interpolated Screen Rate	Quotation Day as of 11.00 a.m. Brussels time
Definition of "Interpolated Screen Rate"	Fixing of Interpolated Screen Rate	Quotation Day as of 11.00 a.m.

SIGNATORIES

For and on behalf of	)
REPUBLIC OF SERBIA as Borrower	)
Represented by the Government of the	)
Republic of Serbia,	)
acting by and through the Ministry of	)
Finance	)
Signature	………………………….
Name	SINIŠA MALI
Position	MINISTER OF FINANCE

CONTACT DETAILS

Address:	20 KNEZA MILOŠA ST. 11000 BELGRADE
Fax:	(381-11) 3618-961
Attention:	Mr. SINIŠA MALI, MINISTER OF FINANCE
For and on behalf of	)
JPMORGAN CHASE BANK, N.A.,	)
LONDON BRANCH as Original Lender	)
Signature	………………………….
Name	John D. Meakin
Position	Managing Director

CONTACT DETAILS

Address:	JPMorgan Chase Bank, N.A., London Branch
	25 Bank Street Canary Wharf
	London E14 5JP
	United Kingdom
	Phone: +44 20 7742 7120
	+44 20 7742 5318
Email:	ayotunde.lemo@jpmorgan.com
	richard.s.wilkins@jpmorgan.com
Attention:	Ayotunde Lemo
	Richard Wilkins
For and on behalf of	)
JPMORGAN CHASE BANK, N.A.,	)
LONDON BRANCH as Arranger	)
Signature	………………………….
Name	John D. Meakin
Position	Managing Director

CONTACT DETAILS

Address:	JPMorgan Chase Bank, N.A., London Branch
	25 Bank Street Canary Wharf
	London E14 5JP
	United Kingdom
Phone:	+44 20 7742 7120
	+44 20 7742 5318
Email:	ayotunde.lemo@jpmorgan.com
	richard.s.wilkins@jpmorgan.com
Attention:	Ayotunde Lemo
	Richard Wilkins
For and on behalf of	)
J.P. MORGAN AG	)
as Agent	)
Signature	………………………….
Name	Serge Reyser
Position	Executive Director

CONTACT DETAILS

Address:	J.P. Morgan AG
	Taunustor 1 (TaunusTurm)
	60310 Frankfurt am Main
	Germany
Copy to:	Global Trade - Trade Solutions Delivery (Export Finance)
	JPMorgan Chase Bank, N.A., London Branch
	25 Bank Street Canary Wharf
	London E14 5JP
	United Kingdom
Phone:	+44 20 7742 5859
	+44 20 71344029
Email:	Lindsay.j.cane@jpmchase.com
	Raj.subba@jpmorgan.com
	tsd.export.finance.emea@jpmchase.com
Attention:	Lindsay Cane
Raj	Subba