CREDIT FACILITY AGREEMENT DATED AS OF DECEMBER 17, 2021 BETWEEN AGENCE FRANÇAISE DE DEVELOPPEMENT THE LENDER AND THE REPUBLIC OF SERBIA ("Off. Herald of RS - Treaties", No. 1/2022)

AFD AGREEMENT N° CRS1022 01 A

The Borrower

TABLE OF CONTENTS

1.	DEFINITIONS AND INTERPRETATION	6
1.1	Definitions	6
1.2	Interpretation	6
2.	FACILITY, PURPOSE AND CONDITIONS OF UTILISATION	6
2.1	Facility	6
2.2	Purpose	6
2.3	Monitoring	6
2.4	Conditions precedent	6
3.	DRAWDOWN OF FUNDS	7
3.1	Drawdown amounts	7
3.2	Drawdown request	7
3.3	Payment completion	8
3.4	Disbursment methods	8
3.5	Deadline for the first Drawdown	9
3.6	Deadline for Drawdown of the Funds	9
4.	INTEREST	9
4.1	Interest Rate	9
4.2	Calculation and payment of interest	11
4.3	Late payment and default interest	11
4.4	Communication of Interest Rates	12
4.5	Effective Global Rate (Taux Effectif Global)	12
5.	CHANGE TO THE CALCULATION OF INTEREST	12
5.1	Market Disruption	12
5.2	Replacement of Screen Rate	13
6.	FEES	14
6.1	Commitment Fees	14
6.2	Front-end Fee	14
7.	REPAYMENT	15
8.	PREPAYMENT AND CANCELLATION	15
8.1	Voluntary prepayment	15
8.2	Mandatory prepayment	15
8.3	Cancellation by the Borrower	16
8.4	Cancellation by the Lender	16
8.5	Restrictions	16
9.	ADDITIONAL PAYMENT OBLIGATIONS	17
9.1	Costs and expenses	17
9.2	Cancellation Indemnity	17
9.3	Prepayment Indemnity	17
9.4	Taxes and duties	18
9.5	Additional Costs	18
9.6	Currency indemnity	18
9.7	Due dates	19
10.	REPRESENTATIONS AND WARRANTIES	19
10.1	Power and authority	19
10.2	Validity and admissibility in evidence	19
10.3	Binding obligations	20
10.4	No filing or stamp taxes	20
10.5	Transfer of funds	20
10.6	No conflict with other obligations	20
10.7	Governing law and enforcement	20
10.8	No default	20
10.9	No misleading information	21
10.10	Project Documents	21
10.11	Project Authorisations	21
10.12	Procurement	21
10.13	Pari passu ranking	21
10.14	Origin of funds, Acts of Corruption, Fraud and Anti-Competitive Practices	21
10.15	No Material Adverse Effect	22
10.16	No immunity	22
11.	UNDERTAKINGS	22
11.1	Compliance with Laws, Regulations and Obligations	22
11.2	Authorisations	22
11.3	Project Documents	23
11.4	Implementation and preservation of the Project	23
11.5	Procurement	23
11.6	Environmental and social responsibility	24
11.7	Additional financing	25
11.8	Pari passu ranking	25
11.9	Inspections	26
11.10	Project evaluation	26
11.11	Implementation of the Project	26
11.12	Origin of funds, no Acts of Corruption, Fraud or Anti-Competitive Practices	26
11.13	Visibility and Communication	27
11.14	Project specific covenants	27
12.	INFORMATION UNDERTAKINGS	27
12.1	Financial Information	27
12.2	Progress Report	28
12.3	Co-Financing	28
12.4	Information - miscellaneous	28
13.	EVENTS OF DEFAULTS	28
13.1	Events of Default	28
13.2	Acceleration	31
13.3	Notification of an Event of Default	31
14.	ADMINISTRATION OF THE FACILITY	31
14.1	Payments	31
14.2	Set-off	31
14.3	Business Days	32
14.4	Currency of payment	32
14.5	Day count convention	32
14.6	Place of payment	32
14.7	Payment Systems Disruption	33
15.	MISCELLANEOUS	33
15.1	Language	33
15.2	Certifications and determinations	33
15.3	Partial invalidity	33
15.4	No Waiver	33
15.5	Assignment	34
15.6	Legal effect	34
15.7	Entire agreement	34
15.8	Amendments	34
15.9	Confidentiality - Disclosure of information	34
15.10	Limitation	34
15.11	Hardship	35
16.	NOTICES	35
16.1	In writing and addresses	35
16.2	Delivery	35
16.3	Electronic communications	36
17.	GOVERNING LAW, ENFORCEMENT AND CHOICE OF DOMICILE	36
17.1	Governing Law	36
17.2	Arbitration	36
17.3	Service of process	37
18.	DURATION	37
SCHEDULE 1A - DEFINITIONS		39
SCHEDULE 1B - CONSTRUCTION		49
SCHEDULE 2 - PROJECT DESCRIPTION		50
SCHEDULE 3 - FINANCING PLAN		51
SCHEDULE 4 - CONDITIONS PRECEDENT		52
SCHEDULE 5A - FORM OF DRAWDOWN REQUEST		54
SCHEDULE 5B - FORM OF CONFIRMATION OF DRAWDOWN AND RATE		56
SCHEDULE 5C - FORM OF RATE CONVERSION REQUEST		58
SCHEDULE 5D - FORM OF RATE CONVERSION CONFIRMATION		59
SCHEDULE 6 - INFORMATION THAT THE LENDER IS AUTHORIZED EXPRESSLY TO DISCLOSE ON THE LENDER’S WEBSITE (IN PARTICULAR ON ITS OPEN DATA PLATFORM)		60
SCHEDULE 7 - AFD’S COVENANT OF INTEGRITY		61
SCHEDULE 8 - NON-EXHAUSTIVE LIST OF ENVIRONMENTAL AND SOCIAL DOCUMENTS WHICH THE BORROWER PERMITS TO BE DISCLOSED IN CONNECTION WITH ES COMPLAINTS-MANAGEMENT MECHANISM’S RULES OF PROCEDURE		65
SCHEDULE 9 - BIODIVERSITY DATA SHARING		66

CREDIT FACILITY AGREEMENT

BETWEEN:

(1) REPUBLIC OF SERBIA,

represented by the Government of the Republic of Serbia, through Minister of Finance, Mr. Siniša Mali, who is duly authorised to sign this Agreement,

("Republic of Serbia" or the "Borrower");

AND

(2) AGENCE FRANCAISE DE DEVELOPPEMENT, a French public entity governed by French law, with registered office at 5, Rue Roland Barthes, 75598 Paris Cedex 12, France, registered with the Trade and Companies Register of Paris under number 775 665 599, represented by Mr. Philippe Orliange, in his capacity as Head of Europe, Middle East and Asia Department, duly authorised to sign this Agreement,

("AFD" or the "Lender");

(hereinafter jointly referred to as the "Parties" and each a "Party");

WHEREAS:

(A) The Borrower intends to implement the Part 1 and Part 2 of the Serbian Solid Waste Program (the "Project"), as described further in Schedule 2 (Project Description) for a total value of one hundred and fifty million Euros (EUR 150,000,000).

(B) The Borrower has requested that the Lender makes a facility available for the purposes of financing the Project in part.

(C) The EBRD as Co-Financier intends to provide financing of the Project for an amount of up to fifty million Euros (EUR 50,000,000) for Part 1 of the Project ("Tranche 1 EBRD Loan") to be committed from the date of the effectiveness of the EBRD Loan Agreement, and for an uncommitted amount of twenty-five million Euros (EUR 25,000,000) for Part 2 of the Project ("Tranche 2 EBRD Loan"), to be committed under the terms set out in the EBRD Loan Agreement.

(D) Pursuant to a resolution n° C 20211177 of the Board of Directors dated December 16, 2021, the Lender has agreed to make the Facility available to the Borrower pursuant to the terms and conditions of this Agreement.

THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Capitalised words and expressions used in this Agreement (including those appearing in the recitals above and in the Schedules) shall have the meaning given to them in Schedule 1A (Definitions), except as otherwise provided in this Agreement.

1.2 Interpretation

Words and expressions used in this Agreement shall be construed pursuant to the provisions of Schedule 1B (Construction), unless the contrary intention appears.

2. FACILITY, PURPOSE AND CONDITIONS OF UTILISATION

2.1 Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a Facility in a maximum aggregate amount of seventy-five million Euros (EUR 75,000,000).

2.2 Purpose

The Borrower shall apply all amounts borrowed by it under this Facility exclusively towards financing Eligible Expenses, in accordance with the Project’s description set out in Schedule 2 (PROJECT DESCRIPTION) and the Financing Plan set out in Schedule 3 (FINANCING PLAN).

2.3 Monitoring

The Lender shall not be held responsible for the use of any amount borrowed which is not in accordance with the provisions of this Agreement.

2.4 Conditions precedent

(a) No later than the Signing Date, the Borrower shall provide to the Lender all of the documents set out in Part I of Schedule 4 (Conditions Precedent).

(b) A Drawdown Request may not be delivered to the Lender unless:

(i) in the case of the first Drawdown, the Lender has received all of the documents listed in Part II and III and/or IV and/or V, as the case may be, of Schedule 4 (Conditions Precedent), as the case may be, and has notified the Borrower that such documents are satisfactory in form and substance;

(ii) in the case of any subsequent Drawdown, the Lender has received all of the documents set out in Part IV and/or V, as the case may be, of Schedule 4 (Conditions Precedent), as the case may be, and has notified the Borrower that such documents are satisfactory in form and substance; and

(iii) on the date of the Drawdown Request and on the proposed Drawdown Date for the relevant Drawdown, no Payment Systems Disruption Event has occurred and the conditions set out in this Agreement have been fulfilled, including:

(1) no Event of Default is continuing or would result from the proposed Drawdown;

(2) no Co-Financier has suspended its payments in relation to the Project;

(3) the Drawdown Request has been made in accordance with the terms of Clause 3.2 (Drawdown request);

(4) each representation given by the Borrower in relation to Clause 10 (Representations and warranties) is true;

3. DRAWDOWN OF FUNDS

3.1 Drawdown amounts

The Facility will be made available to the Borrower during the Availability Period, in several Drawdowns, provided that the number of Drawdowns shall not exceed fifty (50).

The amount of the proposed Drawdown shall be a minimum of fifty thousand Euros (EUR 50,000) or an amount equal to the Available Credit if such amount is less than fifty thousand Euros (EUR 50,000).

3.2 Drawdown request

(a) Provided that the conditions set out in Clause 2.4(b) (Conditions precedent) are satisfied, the Borrower may draw on the Facility by delivery to the Lender of a duly completed and signed Drawdown Request. Each Drawdown Request shall be delivered by the Borrower through the Ministry of Environmental Protection (MEP) in hard copy to the AFD office Director at the address specified in Clause 16.1 (In writing and addresses).

(b) Unless an exception is granted by the Lender, each Drawdown Request shall be made concurrently with a drawdown request under the EBRD Loan Agreement for respective amounts to meet the pari passu financing indicated in Annex 3 (Financing Plan).

(c) The drawdowns will be handled by the Lender and the Co-Financier in accordance with their respective disbursement procedures, based on the overall loans amounts pro-rata approach taking into account also co-financing amounts from other financiers, as the case may be.

(d) Pursuant to the terms and conditions set out in the Co-financing Agreement, once the Lender and the Co-Financier have both received a drawdown request in the form set out in their respective loan agreements, the Co-Financier will:

(i) assess all the supporting documents submitted by the Borrower through the MEP, in compliance with its applicable internal rules and procedures;

(ii) verify that the amount requested in the drawdown request complies with the requirements set out in the EBRD Loan Agreement;

(iii) As the case may be, the Co-Financier will confirm to AFD (by email or any other written notice) that its conditions precedents for the relevant drawdown are met.

(e) Each Drawdown Request is irrevocable and will be regarded as having been duly completed if:

(i) the Drawdown Request is substantially in the form set out in Schedule 5A (Form of Drawdown Request);

(ii) the Drawdown Request is received by the Lender at the latest fifteen (15) Business Days prior to the Deadline for Drawdown;

(iii) the proposed Drawdown Date is a Business Day falling within the Availability Period;

(iv) the amount of the Drawdown complies with Clause 3.1 (Drawdown amounts); and

(v) all of the documents set out in Part III of Schedule 4 (Conditions Precedent) for the purposes of the Drawdown are attached to the Drawdown Request, comply with the abovementioned Schedule and with the requirements of Clause 3.4 (Disbursement methods), and are in form and substance satisfactory to the Lender.

Any documentary evidence, such as bills or paid invoices, shall include the reference number and date of the relevant payment order if applicable and required under the Co-Financier procedures.

The Borrower undertakes to keep possession of the documentary evidence originals, to make such evidence available to the Lender at any time and to provide the Lender with Certified copies or duplicates of such evidence as the Lender may request.

3.3 Payment completion

Subject to Clause 14.7 (Payment Systems Disruption), if each of the conditions set out in Clause 2.4(b) (Conditions precedent) of this Agreement has been met, the Lender shall make the requested Drawdown available to the Borrower not later than the Drawdown Date.

The Lender shall provide the Borrower with a letter of Drawdown confirmation substantially in the form set out in Schedule 5B (Form of confirmation of drawdown and rate).

3.4 Disbursment methods

The Facility shall be made available exclusively through direct payments by the Lender to the Contractors, in accordance with the following terms:

(a) The Borrower shall request in the Drawdown Request that the proceeds of a Drawdown are made available directly to any Contractors who are owed money under any procurement contracts for the supply of goods, services and other works entered into for the purposes of implementing all or part of the Eligible Expenses of the Project.

(b) The Borrower hereby authorises the Lender to make direct payments in accordance with paragraph (a) above from the proceeds of a Drawdown. The Lender will not be bound, at any time, to verify whether there is a restriction of any nature in connection with the requested Drawdown. The Lender reserves the right to reject such a request if it becomes aware of any such restriction.

(c) The Lender shall not be liable in any way whatsoever in relation to the Drawdowns and the Borrower waives any action it may have against the Lender in this respect. The Borrower shall indemnify the Lender against any cost, loss or liability which the Lender incurs in relation to third party actions against the Lender in respect of such Drawdowns.

(d) The Borrower acknowledges that any amount paid by the Lender pursuant to this Clause 3.4 will be a Drawdown and that it shall repay in full to the Lender all amounts paid under the Facility pursuant to this Clause 3.4 (Disbursment methods), together with, and including but not limited to, all interest accrued on those amounts as from the relevant Drawdown Dates.

3.5 Deadline for the first Drawdown

The first Drawdown shall occur at the latest on the expiry date of a fourteen (14) month period from approval of the Facility by the competent organs of the Lender, as mentioned in paragraph (D) of the Recitals.

If the first Drawdown does not occur in the above-mentioned period, the Lender may cancel the Facility in accordance with Clause 8.4(b) (Cancellation by the Lender).

The deadline for the first Drawdown may not be postponed without the prior consent of the Lender.

Any postponement of the deadline for the first Drawdown will be (i) subject to new financial conditions applicable to Drawdowns and (ii) formalized in writing between the Parties.

3.6 Deadline for Drawdown of the Funds

The full drawdown of the Facility shall occur at the latest on the Deadline for Drawdown.

If the full drawdown does not occur by the above-mentioned date, the Lender may cancel the Facility in accordance with Clause 8.4 (Cancellation by the Lender).

The Deadline for Drawdown may not be postponed without the prior consent of the Lender.

Any postponement of the Deadline for Drawdown will be (i) subject to new financial conditions applicable to Drawdowns of the Available Credit and (ii) formalized in writing between the Parties.

4. INTEREST

4.1 Interest Rate

4.1.1 Selection of Interest Rate

For each Drawdown, the Borrower may select a fixed Interest Rate or a floating Interest Rate, which shall apply to the amount set out in the relevant Drawdown Request, by stating the selected Interest Rate, i.e., fixed or floating, in the Drawdown Request delivered to the Lender substantially in the form set out in Schedule 5A (Form of Drawdown Request), subject to the following conditions:

(i) Floating Interest Rate

The Borrower may select a floating Interest Rate, which shall be the percentage rate per annum, being the aggregate of:

- six-month EURIBOR, or, as the case may be, the Replacement Benchmark plus any Adjustment Margin, as determined in accordance with the provisions of Clause 5 (Change to the calculation of interest) of the Agreement; and

- the Margin.

Notwithstanding the above, in the case of the first Drawdown, if the first Interest Period is less than one hundred and thirty-five (135) days, the applicable EURIBOR shall be:

- one-month EURIBOR, or, as the case may be, the Replacement Benchmark plus any Adjustment Margin, as determined in accordance with the provisions of Clause 5 (Change to the calculation of interest) of the Agreement, if the first Interest Period is less than sixty (60) days; or

- three-month EURIBOR, or, as the case may be, the Replacement Benchmark plus any Adjustment Margin, as determined in accordance with the provisions of Clause 5 (Change to the calculation of interest) of the Agreement if the first Interest Period is between sixty (60) days and one hundred and thirty-five (135) days.

(ii) Fixed Interest Rate

Provided that the amount of a requested Drawdown is equal to or greater than three million Euros (EUR 3,000,000), the Borrower may select a fixed Interest Rate for such requested Drawdown. The fixed Interest Rate shall be the Fixed Reference Rate increased or decreased by any fluctuation of the Index Rate for the period from the Signing Date until the relevant Rate Setting Date.

4.1.2 Minimum Interest Rate

The Interest Rate determined in accordance with Clause 4.1.1 (Selection of Interest Rate), regardless of the elected option, shall not be less than zero point twenty-five percent (0.25%) per annum, notwithstanding any decline in the Interest Rate.

4.1.3 Conversion from a floating Interest Rate to a fixed Interest Rate

(i) Rate Conversion upon the Borrower’s request

The Borrower may request at any time that the Lender converts the floating Interest Rate applicable to a Drawdown or several Drawdowns to a fixed Interest Rate, provided that the amount of such Drawdown or aggregate amount of Drawdowns (as applicable) is equal to, or higher than, three million Euros (EUR 3,000,000).

To this effect, the Borrower shall send to the Lender a Rate Conversion Request substantially in the form set out in Schedule 5C (Form of Rate Conversion Request). The Borrower may specify in the Rate Conversion Letter a maximum amount for fixed Interest Rate. If the fixed Interest Rate as calculated on the Rate Setting Date exceeds the maximum amount for fixed Interest Rate specified by the Borrower in the Rate Conversion Request, such Rate Conversion Request will be automatically cancelled.

The fixed Interest Rate will be effective two (2) Business Days after the Rate Setting Date.

(ii) Rate Conversion mechanics

The fixed Interest Rate applicable to the relevant Drawdown(s) shall be determined in accordance with Clause 4.1.1(ii) (Fixed Interest Rate) above on the Rate Setting Date referred to in subparagraph (i) above.

The Lender shall send to the Borrower a letter of confirmation of Rate Conversion substantially in the form set out in Schedule 5D (Form of Rate Conversion Confirmation).

A Rate Conversion is final and effected without costs.

4.2 Calculation and payment of interest

The Borrower shall pay accrued interest on Drawdown(s) on each Payment Date.

The amount of interest payable by the Borrower on a relevant Payment Date and for a relevant Interest Period shall be equal to the sum of any interest owed by the Borrower on the amount of the Outstanding Principal in respect of each Drawdown. Interest owed by the Borrower in respect of each Drawdown shall be calculated on the basis of:

(i) the Outstanding Principal owed by the Borrower in respect of the relevant Drawdown as at the immediately preceding Payment Date or, in the case of the first Interest Period, on the corresponding Drawdown Date;

(ii) the exact number of days which have accrued during the relevant Interest Period on the basis of a three hundred and sixty (360) day year; and

(iii) the applicable Interest Rate determined in accordance with the provisions of Clause 4.1 (Interest Rate).

4.3 Late payment and default interest

(a) Late payment and default interest on all amounts due and unpaid (except for interest)

If the Borrower fails to pay any amount payable by it to the Lender under this Agreement (whether a payment of principal, a Prepayment Indemnity, any fees or incidental expenses of any kind except for any unpaid overdue interest) on its due date, interest shall accrue on the overdue amount, to the extent permitted by law, from the due date up to the date of actual payment (both before and after an arbitral award, if any) at the Interest Rate applicable to the current Interest Period (default interest) increased by three point five percent (3.5%) (late-payment interest). No formal prior notice from the Lender shall be necessary.

(b) Late payment and default interest on unpaid overdue interest

Interest which has not been paid on its due date shall bear interest, provided they have remained unpaid for one year and to the extent permitted by law, at the Interest Rate applicable to the ongoing Interest Period (default interest), increased by three point five percent (3.5%) (late-payment interest), to the extent that such Interest has been due and payable for at least one (1) year. No formal prior notice from the Lender shall be necessary.

The Borrower shall pay any outstanding interest under this Clause 4.3 (Late payment and default interest) immediately on demand by the Lender or on each Payment Date following the due date for the outstanding payment.

(c) Receipt of any payment of late payment interest or default interest by the Lender shall neither imply the grant of any payment extension to the Borrower, nor operate as a waiver of any of the Lender’s rights hereunder.

4.4 Communication of Interest Rates

The Lender shall promptly notify the Borrower of the determination of each Interest Rate in accordance with this Agreement.

4.5 Effective Global Rate (Taux Effectif Global)

In order to comply with Articles L. 314-1 to L.314-5 and R.314-1 et seq. of the French Consumer Code and L. 313-4 of the French Monetary and Financial Code, the Lender informs the Borrower, and the Borrower accepts, that the effective global rate (taux effectif global) applicable to the Facility may be valued at an annual rate of one point twenty-eight percent (1.28%) on the basis of a three hundred and sixty-five (365) day year and an Interest Period of six (6) months, subject to the following:

(a) the above rate is given for information purposes only;

(b) the above rate is calculated on the basis that:

(i) drawdown of the Facility is in full on the Signing Date;

(ii) no Drawdown made available to the Borrower will bear interest on the floating rate; and

(iii) the fixed rate for the duration of the facility should be equal to one point sixteen percent (1.16%) per annum;

(c) the above rate takes into account the fees and costs payable by the Borrower under this Agreement, assuming that such fees and costs will remain fixed and will apply until the expiry of the term of this Agreement.

5. CHANGE TO THE CALCULATION OF INTEREST

5.1 Market Disruption

(a) If a Market Disruption Event affects the interbank market in the Eurozone and it is impossible:

(i) for the fixed Interest Rate, to determine the fixed Interest Rate applicable to a Drawdown, or

(ii) for the variable Interest Rate, to determine the applicable EURIBOR for the relevant Interest Period,

the Lender shall inform the Borrower.

(b) Upon the occurrence of the event described in paragraph (a) above, the applicable Interest Rate, as the case may be, for the relevant Drawdown or for the relevant Interest Period will be the sum of:

(i) the Margin; and

(ii) the percentage rate per annum corresponding to the cost to the Lender of funding the relevant Drawdowns(s) from whatever source it may reasonably select. Such rate shall be notified to the Borrower as soon as possible and, in any case, prior to (1) the first Payment Date for interest owed under such Drawdown for the fixed Interest Rate or (2) the Payment Date for interest owed under such Interest Period for the variable Interest Rate.

5.2 Replacement of Screen Rate

5.2.1 Definitions

"Relevant Nominating Body" means any central bank, regulator, supervisor or working group or committee sponsored or chaired by, or constituted at the request of any of them.

"Screen Rate Replacement Event" means any of the following events or series of events:

(a) the definition, methodology, formula or means of determining the Screen Rate has materially changed;

(b) a law or regulation is enacted which prohibits the use of the Screen Rate, it being specified, for the avoidance of doubt, that the occurrence of this event shall not constitute a mandatory prepayment event;

(c) the administrator of the Screen Rate or its supervisor publicly announces:

(i) that it has ceased or will cease to provide the Screen Rate permanently or indefinitely, and, at that time, no successor administrator has been publicly nominated to continue to provide that Screen Rate;

(ii) that the Screen Rate has ceased or will cease to be published permanently or indefinitely; or

(iii) that the Screen Rate may no longer be used (whether now or in the future);

(d) a public announcement is made about the bankruptcy of the administrator of that Screen Rate or any other insolvency proceedings against it, and, at that time, no successor administrator has been publicly nominated to continue to provide that Screen Rate; or

(e) in the opinion of the Lender, the Screen Rate has ceased to be used in a series of comparable financing transactions.

"Screen Rate" means EURIBOR or, following the replacement of this rate by a Replacement Benchmark, the Replacement Benchmark.

"Screen Rate Replacement Date" means:

- with respect to the events referred to in items a), d) and e) of the above definition of Screen Rate Replacement Event, the date on which the Lender has knowledge of the occurrence of such event, and,

- with respect to the events referred to in items b) and c) of the above definition of Screen Rate Replacement Event, the date beyond which the use of the Screen Rate will be prohibited or the date on which the administrator of the Screen Rate permanently or indefinitely ceases to provide the Screen Rate or the date beyond which the Screen Rate may no longer be used.

5.2.2 Each Party acknowledges and agrees for the benefit of the other Party that if a Screen Rate Replacement Event occurs and in order to preserve the economic balance of the Agreement, the Lender may replace the Screen Rate with another rate (the "Replacement Benchmark") which may include an adjustment margin in order to avoid any transfer of economic value between the Parties (if any) (the "Adjustment Margin") and the Lender will determine the date from which the Replacement Benchmark and, if any, the Adjustment Margin shall replace the Screen Rate and any other amendments to the Agreement required as a result of the replacement of the Screen Rate by the Replacement Benchmark.

5.2.3 The determination of the Replacement Benchmark and the necessary amendments will be made in good faith and taking into account, (i) the recommendations of any Relevant Nominating Body, or (ii) the recommendations of the administrator of the Screen Rate, or (iii) the industry solution recommended by professional associations in the banking sector or, (iv) the market practice observed in a series of comparable financing transactions on the replacement date.

5.2.4 In case of replacement of the Screen Rate, the Lender will promptly notify the Borrower of the replacement terms and conditions to replace the Screen Rate with the Replacement Benchmark, which will be applicable to Interest Periods starting at least two Business Days after the Screen Rate Replacement Date.

5.2.5 The provisions of Clause 5.2 (Replacement of Screen Rate) shall prevail over the provisions of Clause 5.1 (Market Disruption).

6. FEES

6.1 Commitment Fees

Starting from one hundred and eighty (180) calendar days after the Signing Date onwards, the Borrower shall pay to the Lender a commitment fee of zero point forty-five percent (0.45%) per annum.

The commitment fee shall be computed at the rate specified above on the amount of the Available Credit pro-rated for the actual number of days elapsed increased by the amount of any Drawdowns to be made available by the Lender in accordance with any pending Drawdown Requests.

The first commitment fee shall be calculated for the period from (i) the date falling sixty (60) calendar days after the Signing Date (excluded) up to (ii) the immediately following Payment Date (included). Subsequent commitment fees shall be calculated for periods commencing on the day immediately following a Payment Date (included) and ending on the next Payment Date (included).

The accrued commitment fee shall be payable (i) on each Payment Date within the Availability Period; (ii) on the Payment Date following the last day of the Drawdown Period; and (iii) in the event the Available Credit is cancelled in full, on the Payment Date following the effective date of such cancellation.

6.2 Front-end Fee

No later than one hundred and eighty (180) calendar days after the Signing Date and prior to the first Drawdown, the Borrower shall pay to the Lender a front-end fee of one percent (1%) calculated on the maximum amount of the Facility.

7. REPAYMENT

Following expiry of the Grace Period, the Borrower shall repay the Lender the principal amount of the Facility in eighteen (18) equal semi-annual instalments, due and payable on each Payment Date.

The first instalment shall be due and payable on April 25th, 2028, and the last instalment shall be due and payable on October 25th, 2036.

At the end of the Drawdown Period, the Lender shall deliver to the Borrower an amortisation schedule in respect of the Facility taking into account, if applicable, any potential cancellation of the Facility pursuant to Clauses 8.3 (Cancellation by the Borrower) and/or 8.4 (Cancellation by the Lender).

8. PREPAYMENT AND CANCELLATION

8.1 Voluntary prepayment

The Borrower shall not be entitled to prepay the whole or any part of the Facility prior to the expiration of the Drawdown Period.

As from the date following the expiration of the Drawdown Period, the Borrower may prepay the whole or any part of the Facility, subject to the following conditions:

(a) the Borrower shall notify the Lender of its intention to prepay by not less than thirty (30) Business Days’ written and irrevocable notice prior to the contemplated prepayment date;

(b) the amount to be prepaid shall be equal to one or several instalment(s) in principal;

(c) the contemplated prepayment date shall be a Payment Date;

(d) all prepayments shall be made together with the payment of accrued interest, any fees, indemnities and related costs in connection with the prepaid amount as provided under this Agreement;

(e) there is no outstanding unpaid amount; and

(f) in case of a part prepayment, the Borrower shall have given evidence, satisfactory to the Lender, that it has sufficient committed funding available for the purpose of financing the Project as determined in the Financing Plan.

On the Payment Date on which the prepayment is made, the Borrower shall pay the full amount of the Prepayment Indemnities due and payable pursuant to Clause 9.3 (Prepayment Indemnity)

8.2 Mandatory prepayment

The Borrower shall immediately prepay the whole or part of the Facility upon receipt of a notice from the Lender informing the Borrower of any of the following events:

(a) Illegality: it becomes unlawful for the Lender pursuant to its applicable law to perform any of its obligations as contemplated by this Agreement or to fund or maintain the Facility;

(b) Additional Costs: the amount of any Additional Costs referred to in Clause 9.5 (Additional Costs) is significant and the Borrower has refused to pay such Additional Costs;

(c) Default: the Lender declares an Event of Default in accordance with Clause 13 (Events of Defaults);

(d) Failure to justify use of funds: the Borrower fails to justify in a manner satisfactory to the Lender the use of the Advances by the Deadline for Use of Funds;

(e) Prepayment to a Co-Financier: the Borrower prepays whole or part of any amounts owed to a Co-Financier, in which case the Lender shall be entitled to request that the Borrower prepays, as the case may be, the Facility or an amount of the outstanding Facility in proportion with the amount prepaid to the Co-Financier.

In the case of each of the events specified in paragraphs (a), (b) and (c) above, the Lender reserves the right, after having notified the Borrower in writing, to exercise its rights as a creditor in the manner specified in paragraph (b) of Clause 13.2 (Acceleration).

8.3 Cancellation by the Borrower

Prior to the Deadline for Drawdown, the Borrower may cancel the whole or any part of the Available Credit by giving the Lender a three (3) Business Days’ prior notice.

Upon receipt of such notice of cancellation, the Lender shall cancel the amount notified by the Borrower, provided that the Eligible Expenses, as specified in the Financing Plan, are covered in a manner satisfactory to the Lender, except in the event that the Project is abandoned by the Borrower.

8.4 Cancellation by the Lender

The Available Credit shall be immediately cancelled upon delivery of a notice to the Borrower which shall be immediately effective, if:

(a) the Available Credit is not equal to zero on the Deadline for Drawdown;

(b) the first Drawdown has not occurred on the expiry date of a fourteen (14) month period from approval of the Facility by the competent organs of the Lender, as mentioned in paragraph (C) of the Recitals;

(c) an Event of Default has occurred and is continuing; or

(d) an event referred to in Clause 8.2 (Mandatory prepayment) has occurred;

except where, in the case of paragraphs (a) and (b) of this Clause 8.4 (Cancellation by the Lender), the Lender has proposed to postpone the Deadline for Drawdown or the deadline for the first Drawdown on the basis of new financial conditions which will apply to any Drawdowns under the Available Credit and the Borrower has agreed on the proposition.

8.5 Restrictions

(a) Any notice of prepayment or cancellation given by a Party pursuant to this Clause 8 (Prepayment and Cancellation) shall be irrevocable, and, unless otherwise provided in this Agreement, any such notice shall specify the date or dates on which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

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

(c) Any prepayment under this Agreement shall be made together with payment of (i) accrued interest on the prepaid amount, (ii) outstanding fees, and (iii) the Prepayment Indemnity referred to in Clause 9.3 (Prepayment Indemnity).

(d) Any prepayment amount will be applied against the remaining instalments in inverse order of maturity.

(e) The Borrower may not re-borrow the whole or any part of the Facility which has been prepaid or cancelled.

9. ADDITIONAL PAYMENT OBLIGATIONS

9.1 Costs and expenses

9.1.1 If an amendment to this Agreement is required, the Borrower shall reimburse to the Lender for all costs (including legal fees) reasonably incurred in responding to, evaluating, negotiating or complying with that requirement.

9.1.2 The Borrower shall reimburse to the Lender for all costs and expenses (including legal fees) incurred by it in connection with the enforcement or preservation of any of its rights under this Agreement.

9.1.3 The Borrower shall pay directly or, if applicable, reimburse the Lender in case of an advance made by the Lender, the amount of all costs and expenses in connection with the transfer of funds to, or for the account of, the Borrower from Paris to any other place agreed with the Lender, as well as any transfer fees and expenses in connection with the payment of all sums due under the Facility.

9.2 Cancellation Indemnity

If the Facility is cancelled in full or in part in accordance with the terms of Clauses 8.3 (Cancellation by the Borrower) and/or 8.4 (Cancellation by the Lender) paragraphs (a), (b) and (c), the Borrower shall pay a cancellation indemnity computed at two point five percent (2.5%) on the cancelled amount of the Facility.

Each cancellation indemnity shall be due and payable on the Payment Date immediately following a cancellation of all or part of the Facility.

9.3 Prepayment Indemnity

On account of any losses suffered by the Lender as a result of the prepayment of the whole or any part of the Facility in accordance with Clauses 8.1 (Voluntary prepayment) or 8.2 (Mandatory prepayment), the Borrower shall pay to the Lender an indemnity equal to the aggregate amount of:

- the Prepayment Compensatory Indemnity; and

- any costs arising out of the break of any interest rate hedging swap transactions put in place by the Lender in connection with the amount prepaid.

9.4 Taxes and duties

9.4.1 Registration costs

The Borrower shall pay directly, or, if applicable, reimburse the Lender in case of an advance made by the Lender, the costs of all stamp duty, registration and other similar taxes payable in respect of the Agreement and any potential amendment thereto.

9.4.2 Withholding Tax

The Borrower undertakes that all payments made to the Lender under this Agreement shall be free of any Withholding Tax in accordance with the interstate agreement entered into between the Republic of Serbia and the French Republic on February 25, 2019.

If a Withholding Tax is required by law, the Borrower undertakes to gross-up the amount of any such payment to such amount which leaves the Lender with an amount equal to the payment which would have been due if no payment of Withholding Tax had been required.

The Borrower shall reimburse to the Lender all expenses and/or Taxes for the Borrower’s account which have been paid by the Lender (if applicable), with the exception of any Taxes due in France.

9.5 Additional Costs

The Borrower shall pay to the Lender, within ten (10) Business Days of the Lender’s request, all Additional Costs incurred by the Lender as a result of: (i) the coming into force of any new law or regulation, or any amendment to, or any change in the interpretation or application of any existing law or regulation; or (ii) compliance with any law or regulation made after the Signing Date.

In this Clause, "Additional Costs" means:

(i) any cost arising after the Signing Date out of one of the event referred to in the first paragraph of this Clause and not taken into account by the Lender to compute the financial conditions of the Facility; or

(ii) any reduction of any amount due and payable under this Agreement,

which is incurred or suffered by the Lender as a result of (i) making the Facility available to the Borrower or (ii) entering into or performing its obligations under the Agreement.

9.6 Currency indemnity

If any sum due by the Borrower under this Agreement, or any order, judgment or award given or made in relation to such a sum, has to be converted from the currency in which that sum is payable into another currency, for the purpose of:

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

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

the Borrower shall indemnify the Lender against and, within ten (10) Business Days of the Lender’s request and as permitted by law, pay to the Lender, the amount of any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between: (A) the exchange rate used to convert the relevant sum from the first currency to the second currency; and (B) the exchange rate or rate(s) available to the Lender at the time of its receipt of that sum. This obligation to indemnify the Lender is independent of any other obligation of the Borrower under this Agreement. The Borrower waives any right it may have in any jurisdiction to pay any amount due under this Agreement in a currency or currency unit other than that in which it is expressed to be payable.

9.7 Due dates

Any indemnity or reimbursement payable by the Borrower to the Lender under this Clause 9 (Additional Payment Obligations) is due and payable on the Payment Date immediately following the circumstances which have given rise to the relevant indemnity or reimbursement.

Notwithstanding the above, any indemnity to be paid in connection with a prepayment pursuant to Clause 9.3 (Prepayment Indemnity) is due and payable on the date of the relevant prepayment.

10. REPRESENTATIONS AND WARRANTIES

All the representations and warranties set out in this Clause 10 (Representations and warranties) are made by the Borrower for the benefit of the Lender on the Signing Date. All the representations and warranties in this Clause 10 (Representations and warranties) are also deemed to be made by the Borrower on the date on which all of the conditions precedent listed in Part II of Schedule 4 (Conditions Precedent) are satisfied, on the date of each Drawdown Request, on each Drawdown Date and on each Payment Date, except that the repeating representations contained in Clause 10.9 (No misleading information) are deemed to be made by the Borrower in relation to the information provided by the Borrower since the date on which the representation was last made.

10.1 Power and authority

The Borrower has the power to enter into, perform and deliver this Agreement and Project Documents and to perform all contemplated obligations. The Borrower has taken all necessary action to authorise its entry into, performance and delivery of this Agreement and Project Documents and the transactions contemplated by this Agreement and Project Documents.

10.2 Validity and admissibility in evidence

All Authorisations required:

(a) to enable the Borrower to lawfully enter into, and exercise its rights and comply with its obligations under this Agreement and Project Documents; and

(b) to make this Agreement and the Project Documents admissible in evidence in the courts of the jurisdiction of the Borrower or in arbitration proceedings as defined under Clause 17 (Governing Law, Enforcement and Choice of Domicile),

have been obtained and are in full force and effect, and no circumstances exist which could result in the revocation, non-renewal or modification, in whole or in part, of any such Authorisations.

10.3 Binding obligations

The obligations undertaken by the Borrower under this Agreement and the Project Documents comply with all laws and regulations applicable to the Borrower in its jurisdiction and are legal, valid, binding and enforceable obligations which are effective in accordance with their written terms.

10.4 No filing or stamp taxes

Under the laws of the jurisdiction of the Borrower, it is not necessary that the Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar taxes or fees be paid on or in relation to the Agreement or the transactions contemplated therein.

10.5 Transfer of funds

All amounts due by the Borrower to the Lender under this Agreement whether as principal or interest, late payment interest, Cancellation Indemnity, Prepayment Indemnity, incidental costs and expenses or any other sum are freely convertible and transferable.

This representation shall remain in full force and effect until full repayment of all sums due to the Lender. In the event that the repayment dates of the Facility are extended by the Lender, no further confirmation of this representation shall be necessary.

The Borrower shall obtain Euros necessary for compliance with this representation in due course.

Should any difficulty in respect of Lender’s right of conversion and free transfer of any sum under this Agreement occur for any reason, including but not limiting to: (i) the coming into force of any new law or regulation, or any amendment to, or any change in the interpretation or application of any existing law or regulation; or (ii) compliance with any law or regulation made after the Signing Date; the Borrower will secure, without delay, all required certificates/confirmations from competent authorities (including National Bank of Serbia) in order to enable that all due sums under this Agreement are freely convertible and transferable.

10.6 No conflict with other obligations

The entry into and performance by the Borrower of, and the transactions contemplated by, this Agreement and the Project Documents do not conflict with any domestic or foreign law or regulation applicable to it, its constitutional documents (or any similar documents) or any agreement or instrument binding upon the Borrower or affecting any of its assets.

10.7 Governing law and enforcement

(a) The choice of French law as the governing law of this Agreement will be recognised and enforced by the courts and arbitration tribunals in the jurisdiction of the Borrower.

(b) Any judgment obtained in relation to this Agreement in a French court or any award by an arbitration tribunal will be recognised and enforced in the Borrower’s jurisdiction.

10.8 No default

No Event of Default is continuing or is reasonably likely to occur.

No breach of the Borrower is continuing in relation to any other agreement binding upon it, or affecting any of its assets, which has, or is reasonably likely to have, a Material Adverse Effect.

10.9 No misleading information

All information and documents supplied by the Borrower to the Lender were true, accurate and up-to-date as at the date they were provided or, if appropriate, as at the date at which they are stated to be given and have not been varied, revoked, cancelled or renewed on revised terms, and are not misleading in any material respect as a result of an omission, the occurrence of new circumstances or the disclosure or non-disclosure of any information.

10.10 Project Documents

The Project Documents represent the entire agreement relating to the Project on the Signing Date andshould be valid, binding and enforceable against third parties upon their signing, as the case may be. The Project Documents have not been amended, terminated or suspended without the prior approval of the Lender since the date on which they were delivered to the Lender and there is no current dispute in connection with the validity of the Project Documents.

10.11 Project Authorisations

All Project Authorisations have been obtained or effected and are in full force and effect and there are no circumstances which may result in any Project Authorisation being revoked, cancelled, not renewed or varied in whole or in part.

10.12 Procurement

The Borrower, through MEP: (i) has received a copy of the Applicable Procurement Policies and Rules and (ii) understands the terms of the Applicable Procurement Policies and Rules.

The Borrower, through MEP is contractually bound by the Applicable Procurement Policies and Rulesas if such Applicable Procurement Policies and Ruleswere incorporated by reference into this Agreement.

The Borrower, through MEP has acknowledged the content of Schedule 7 (AFD’s Covenant of Integrity) of this Agreement. Requirements stipulated in AFD’s Covenant of Integrity must be formally produced by any holder of a contract to be concluded within the framework of the Project and therefore, where appropriate, included in the pre-procurement documentation.

10.13 Pari passu ranking

The Borrower’s payment obligations under this Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors.

10.14 Origin of funds, Acts of Corruption, Fraud and Anti-Competitive Practices

The Borrower represents and warrants that:

(i) all the funds invested in the Project are from the proceeds of the Facility and the Co-financing, pursuant to 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, 40/2021, 100/2021);

(ii) the Project (in particular, the negotiation, award and performance of any contracts financed with the Facility) has not given rise to any Act of Corruption, Fraud or Anti-Competitive Practice.

10.15 No Material Adverse Effect

The Borrower represents and warrants that no event or circumstance which is likely to have a Material Adverse Effect has occurred or is likely to occur.

10.16 No immunity

If and to the extent that the Borrower may now or in future in any jurisdiction claim immunity for itself or its assets and to the extent that a jurisdiction grants immunity to the Borrower, the Borrower will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in connection with this Agreement to the fullest extent permitted by the laws of such jurisdiction.

The Borrower does not waive any immunity in respect of any present or future (i) "premises of the mission" as defined in the Vienna Convention on Diplomatic Relations signed in 1961, (ii) "consular premises" as defined in the Vienna Convention on Consular Relations signed in 1963, (iii) assets that cannot be in commerce, (iv) military property or military assets and buildings, weapons and equipment designated for defence, state and public security, (v) receivables the assignment of which is restricted by law, (vi) 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, (vii) 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; (viii) 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, (ix) movable or immovable assets of health institutions, unless a mortgage was established based on the government’s decision, (x) monetary assets and financial instruments determined as financial collateral in accordance with the law regulating financial collateral including monetary assets and financial instruments which are pledged in accordance with such law or (xi) other assets exempt from enforcement by international law or international treaties.

11. UNDERTAKINGS

The undertakings in this Clause 11 (Undertakings) take effect on the Signing Date and remain in full force and effect for as long as any amount is outstanding under this Agreement.

11.1 Compliance with Laws, Regulations and Obligations

The Borrower shall comply:

(a) in all respects with all laws and regulations to which it and/or the Project is subject, particularly in relation to all applicable environmental protection, safety and labour laws; and

(b) with all of its obligations under the Project Documents.

11.2 Authorisations

The Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any applicable law or regulation to enable it to perform its obligations under this Agreement and the Project Documents and to ensure the legality, validity, enforceability and admissibility in evidence of any of this Agreement or Project Document.

11.3 Project Documents

The Borrower through the Ministry of Environmental Protection (MEP) shall provide the Co-Financier on behalf of the Lender for no-objection or information, as the case may be, with a copy of any Project Documents or amendment thereto and shall not (and shall not agree to) make any material amendment to any Project Document without obtaining the Lender and the Co-Financier’s prior no-objection.

11.4 Implementation and preservation of the Project

The Borrower through the MEP shall:

(i) implement the Project in accordance with the generally accepted safety principles and in accordance with technical standards in force; and

(ii) maintain the Project assets in accordance with all applicable laws and regulations and in good operating and maintenance conditions, and use such assets in compliance with their purpose and all applicable laws and regulations.

11.5 Procurement

In relation to the procurement, award and performance of contracts entered into in connection with the implementation of the Project, the Borrower through MEP shall comply with, and implement, the provisions of the Applicable Procurement Policies and Rules and other provisions stipulated in this Agreement and the Project Documents.

The Borrower through MEP shall take all actions and steps necessary for the effective implementation of the Applicable Procurement Policies and Rules.

On behalf of the Lender, the Co-Financier shall issue the non-objection letters in accordance with the Applicable Procurement Policies and Rules.

The Borrower through MEP shall submit any amendments to the Project procurement plan relating to contracts financed through the Facility for prior no-objection of the Lender.

The bidding documents and/or requests for proposals prepared by the Borrower through MEP for a specific procurement will include references to the Lender in the procurement notices (General Procurement Notice (GPNs), Specific Procurement Notices (SPN), and Requests for Expression of Interest (REOI)) and all other documentation relating to the contracts co-financed by the Borrower.

Due to its specific legal and regulatory obligations, the Lender will not finance its respective part of a contract to a bidder or a consultant who is on any of the EU and French Financial and Commercial Sanctions Lists. The Borrower through MEP will be required by the Co-Financier to modify the standard GPNs, SPNs, REOIs templates to include, in substance, the following:

"Interested bidders or consultants (including sub-contractors or suppliers) are advised that AFD’s decision to finance its respective part of a contract will be conditional on meeting AFD’s legal financing requirements relating to EU and French financial and commercial sanctions as set forth in the table below:

UE financial sanctions list	https://eeas.europa.eu/headquarters/headquarters-homepage/8442/consolidated-list-sanctions_fr
French financial sanctions list	https://www.tresor.economie.gouv.fr/services-aux-entreprises/sanctions-economiques/dispositif-national-de-gel-des-avoirs
UE commercial sanctions list	https://eeas.europa.eu/sites/eeas/files/restrictive_measures-2017-08-04.pdf

The Borrower through the MEP undertakes to:

(i) provide the Lender with a copy of all evaluation reports (including prequalification report and shortlisting report, as applicable) at the same time they are submitted to the Co-Financier. If the bidder does not meet the Lender’s financing requirements (including eligibility), the Lender will promptly inform the Co-Financier and the Borrower. The Co-Financier and the Lender shall then consult with the Borrower to determine the appropriate course of action;

(ii) in case of contracts subject to international competition, publish the procurement notices on the website http://afd.dgmarket.com in addition to any other means of publication as per the Applicable Procurement Policies and Rules;

(iii) require a duly signed AFD’s Covenant of Integrity set out in Schedule 7 from any applicant, bidder, proposer, or consultant, which shall be deemed to form part of the contract. In cases of non-competitive procurement processes, the signed AFD’s Covenant of Integrity shall be annexed to the signed contract.

11.6 Environmental and social responsibility

11.6.1 Implementation of environmental and social measures

In order to promote sustainable development, the Parties agree that it is necessary to promote compliance with internationally recognised environmental and labour standards, including fundamental conventions of the International Labour Organization ("ILO") and the international environmental laws and regulations applicable in the Borrower’s jurisdiction. For such purpose, the Borrower, through MEP shall:

with respect to its business activities:

(a) comply with international standards for the protection of the environment and labour laws, particularly the fundamental conventions of the ILO and the international environmental conventions, in accordance with the applicable laws and regulations of the country in which the Project is being implemented.

with respect to the Project:

(b) include in the procurement contracts, and, as the case may be, in the bidding documents, a clause whereby the contracting parties agree, and agree to procure that their sub-contractors (if any) agree, to comply with such standards in accordance with the applicable laws and regulations of the country where the Project is being implemented. The Lender will be entitled to request that the Borrower deliver a report on environmental and social conditions of implementation of the Project;

(c) put in place appropriate mitigation and improvement measures specific to the Project as defined within the context of the environmental and social risk management policy of the Project and refered to in the EBRD Loan Agreement;

(d) require that the Contractors appointed for implementation of the Project, apply the mitigation measures set out in paragraph (c) above and procure that their subcontractors (if any) comply with all such measures and take all appropriate steps in the event of a failure to put in place such mitigation measures; and

(e) provide the Lender through the Co Financier with annual follow-up reports developed in compliance with the terms and conditions set out in the EBRD Loan Agreement.

11.6.2 Environmental and social (ES) complaints-management

(a) The Borrower through MEP (i) confirms that it has received a copy of the ES Complaints-Management Mechanism’s Rules of Procedure and has acknowledged its terms, in particular with respect to actions that may be taken by the Lender in the event that a third party lodges a complaint, and (ii) acknowledges that these ES Complaints-Management Mechanism’s Rules of Procedure have, as between the Borrower and the Lender, the same contractually binding effect as this Agreement.

(b) The Borrower through MEP expressly authorises the Lender to disclose to the experts (as defined in the ES Complaints-Management Mechanism’s Rules of Procedure) and to parties involved in the compliance review and/or conciliation processes, the Project documents concerning environmental and social matters necessary for processing the environmental and social complaint.

11.6.3 Biodiversity Data Sharing

In order to promote biodiversity data sharing and in accordance with international targets related to biodiversity data knowledge and sharing, the Borrower through MEP undertakes to share, or procure that its third party contractors share, the biodiversity data (raw or processed) generated in relation with the Project with the Global Biodiversity Information Facility (GBIF) worldwide database, in order to enable its publication.

For this purpose, the Borrower through MEP undertakes to take all appropriate measures towards its third party contractors so that they allow the sharing on the GBIF worldwide database of the processed biodiversity data on which they may have intellectual property rights, regardless of the medium.

The data sharing on the GBIF database shall be carried out in accordance with the terms and conditions set out in Schedule 9 (Biodiversity Data Sharing).

The Lender and the Co-Financier shall be mentioned as "project funders" in the metadata section.

11.7 Additional financing

The Borrower shall not amend or alter the Financing Plan without obtaining the Lender’s prior written consent and shall finance any additional costs not anticipated in the Financing Plan on terms which ensure that the Facility will be repaid.

11.8 Pari passu ranking

The Borrower undertakes (i) to ensure that its payment obligations under this Agreement rank at all times at least pari passu with its other present and future unsecured and unsubordinated payment obligations; (ii) not to grant prior ranking or guarantees to any other lenders except if the same ranking or guarantees are granted by the Borrower in favour of the Lender, if so requested by the Lender.

11.9 Inspections

The Borrower hereby authorizes the Lender and its representatives to carry out inspections the purpose of which will be to assess the implementation and operations of the Project as well as the impact and the achievement of the objectives of the Project.

The Borrower shall co-operate and provide all reasonable assistance and information to the Lender and its representatives when carrying out such inspections, the timing and format of which shall be determined by the Lender following consultation with the Borrower.

The Borrower shall retain and make available for inspection by the Lender, all documents relating to the Eligible Expenses for a period of ten (10) years from the date of the last Drawdown under the Facility.

11.10 Project evaluation

The Borrower acknowledges that the Lender may carry out, or procure that a third party carries out on its behalf, an evaluation of the Project. Feedback from this evaluation will be used to produce a summary containing information on the Project, such as: total amount and duration of the funding, objectives of the Project, expected and achieved quantified outputs of the Project, assessment of the relevance, effectiveness, impact and viability/sustainability of the Project, main conclusions and recommendations.

The main objective of the evaluation will be the articulation of credible and independent judgement on the key issues of relevance, implementation (efficiency) and effects (effectiveness, impact and sustainability).

Evaluators will need to take into account in a balanced way the different legitimate points of view that may be expressed and conduct the evaluation impartially.

The Borrower will be involved as closely as possible in the evaluation, from the drafting of the Terms of Reference to the delivery of the final report.

The Borrower agrees to the publication of this summary, in particular on the Lender’s Website.

11.11 Implementation of the Project

The Borrower shall:

(i) ensure that any person, group or entity participating in the implementation of the Project is not listed on any Financial Sanctions List (including in particular the fight against terrorist financing); and

(ii) not finance any supplies or sectors which are subject to an Embargo by the United Nations, the European Union or France.

11.12 Origin of funds, no Acts of Corruption, Fraud or Anti-Competitive Practices

The Borrower undertakes:

(i) to ensure that the funds, other than those of State origin, invested in the Project will not be of an Illicit Origin;

(ii) To ensure that the Project (in particular during the negotiation, entry into and performance of the contracts funded out of the Facility) shall not give rise to any Act of Corruption, Fraud or Anti-Competitive Practice;

(iii) as soon as it becomes aware of, or suspects, any Act of Corruption, Fraud or Anti-Competitive Practice, to inform the Lender without any delay;

(iv) in the event referred to in paragraph (iii) above, or at the Lender’s request if the Lender suspects that the acts or practices referred to in paragraph (iii) have occurred, take all necessary actions to remedy the situation in a manner satisfactory to the Lender and within the time period determined by the Lender; and

to notify the Lender without delay if it has knowledge of any information which leads it to suspect any Illicit Origin of any funds invested in the Project.

11.13 Visibility and Communication

The Borrower shall implement visibility and communication actions related to the implementation of the Project in accordance with the terms of the Visibility and Communication Guide, and acknowledges having fully read and understood the aforementioned guide.

According to the Visibility and Communication Guide, the Project is subject to communication and visibility obligations of level 1.

11.14 Project specific covenants

The Borrower shall:

- Through the MEP, ensure the operation of the regional waste management centres have adequate resources and suitably qualified personnel, after the completion of the Project;

- Transfer free of charge the assets financed from the proceeds of the Loan to each Project Entity, as applicable at the latest one year after the receipt of the related assets;

- Through the MEP, develop or update regional waste management plans for each regional waste management centres before the second anniversary of the date of the this Agreement.

12. INFORMATION UNDERTAKINGS

The undertakings in this Clause 12 (Information Undertakings) take effect on the Signing Date and remain in full force and effect for as long as any amount is outstanding under this Agreement.

12.1 Financial Information

The Borrower shall supply to the Lender any information that the Lender may reasonably require in relation to the Borrower’s foreign and domestic debt as well as the status of any guaranteed loans.

12.2 Progress Report

During the implementation of the Project, the Borrower shall supply to the Lender the Project progress reports in the format and content defined under the EBRD Loan Agreement and any relevant Project Document.

12.3 Co-Financing

The Borrower shall promptly inform the Lender of any cancellation (in whole or in part) or any prepayment under a Co-Financing.

12.4 Information - miscellaneous

The Borrower shall supply to the Lender and (the Co-Financier with respect to (b) to (c)):

(a) promptly upon becoming aware of them, details of any event or circumstance which is or may be an Event of Default or which has or may have a Material Adverse Effect, the nature of such an event and all the actions taken or to be taken to remedy it (if any);

(b) promptly upon becoming aware of them, details of any incident or accident directly related to the implementation of the Project which might have a significant impact on the Project site, the working conditions of its employees or Contractors’ employees, the nature of such incident or accident, together with details of any action taken or proposed to be taken, as applicable, by the Borrower to remedy it;

(c) promptly, details of any decision or event which might affect the organisation, completion or operation of the Project;

(d) promptly but in any event within five (5) Business Days after becoming aware of them, details of any notification of default, termination, dispute or material claim made against it under a Project Document or affecting the Project, together with details of any action taken or proposed to be taken by the Borrower to remedy it;

(e) during the completion of services (including but not limited to services related to studies and monitoring where the Project involves the provision of such services), the interim and final reports drafted by any service provider, and after full completion of such services an overall execution report,;

(f) promptly, any further information regarding its financial condition, assets and operations or any documents or other communications given or received by it under any Project Document that the Lender may reasonably request.

13. EVENTS OF DEFAULTS

13.1 Events of Default

Each of the events or circumstances set out in this Clause 13.1 (Events of Default) is an Event of Default.

(a) Payment Default

The Borrower does not pay on the due date any amount payable by it under this Agreement in the manner required under this Agreement. However, without prejudice to Clause 4.3 (Late payment and default interest), no Event of Default will occur under this paragraph (a) if such payment is made in full by the Borrower within five (5) Business Days of the due date.

(b) Project Documents

Any Project Document, or any of the rights and obligations set out therein, ceases to be in full force and effect, is subject to a notice of termination or its validity, legality or enforceability is challenged.

No Event of Default will occur pursuant to this paragraph (b) if (i) the challenge or notice of termination is withdrawn within thirty (30) calendar days after the date on which the Lender informed the Borrower of such challenge or notice or the Borrower became aware of such challenge or notice; and (ii), according to the opinion of the Lender, such dispute or request has not had a Material Adverse Effect during such thirty (30) day period.

(c) Undertakings and Obligations

The Borrower does not comply with any term of the Agreement, including, without limitation, any of the undertakings it has given pursuant to Clause 11 (Undertakings) and Clause 12 (Information Undertakings).

Save for the undertakings given pursuant to Clauses 11.11 (Implementation of the Project), 11.12 (Origin of funds, no Acts of Corruption, Fraud or Anti-Competitive Practices) and Clause 11.6 (Environmental and Social Liability), in respect of which no grace period is permitted, no Event of Default will occur under this paragraph (c) if the non-compliance is capable of remedy and is remedied within five (5) Business Days of the earlier of (A) the date of the Lender’ notice of failure to the Borrower; and (B) the Borrower becoming aware of the breach, or within the time limit determined by the Lender in the case referred to in subparagraph (iv) of Clause 11.12 (Origin of funds, no Acts of Corruption, Fraud or Anti-Competitive Practices).

(d) Misrepresentation

A representation or warranty made by the Borrower in the Agreement, including under Clause 10 (Representations and warranties), or in any document delivered by or on behalf of the Borrower under or in relation to the Agreement, is incorrect or misleading when made or deemed to be made.

(e) Cross Default

(i) Subject to paragraph (iii), any Financial Indebtedness of the Borrower is not paid on its due date or, if applicable, within any grace period granted pursuant to the relevant documentation.

(ii) Subject to paragraph (iii), a creditor has cancelled or suspended its commitment towards the Borrower pursuant to any Financial Indebtedness, or has declared the Financial Indebtedness due and payable prior to its specified maturity, or requested prepayment in full of the Financial Indebtedness, in each case, as a result of an event of default or any provision having a similar effect (howsoever described) pursuant to the relevant documentation.

(iii) No Event of Default will occur under this Clause 13.1 (e) if the relevant amount of Financial Indebtedness or the commitment for Financial Indebtedness falling within paragraphs (i) and (ii) above is less than thirty million Euros (EUR 30,000,000) (or its equivalent in any other currency(ies)).

(f) Unlawfulness

It is or becomes unlawful for the Borrower to perform any of its obligations under this Agreement.

Any obligation of the Borrower under this Agreement is not or ceases to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lender under this Agreement.

(g) Material adverse change

Any event (including a change in the political situation of the country of the Borrower) or any measure which is likely, according to the Lender’s opinion, to have a Material Adverse Effect occurs or is likely to occur.

(h) Withdrawal or suspension of the Project

Any of the following occurs:

(i) the implementation of the Project is suspended or postponed for a period exceeding six (6) months; or

(ii) the Project has not been completed in full by the Technical Completion Date; or

(iii) the Borrower withdraws from, or ceases to participate in, the Project.

(i) Authorisations

Any Authorisation required for the Borrower in order to perform or comply with its obligations under this Agreement or its other material obligations under any Project Documents or required in the ordinary course of the Project is not obtained within the required timeframe or is cancelled or becomes invalid or otherwise ceases to be in full force and effect.

(j) Judgments, rulings or decisions having a Material Adverse Effect

Any judgment or arbitral award or any judicial or administrative decision affecting the Borrower has or is reasonably likely, according to the opinion of the Lender, to have a Material Adverse Effect, occurs or is likely to occur.

(k) Suspension of free convertibility and free transfer

Free convertibility and free transfer of any of the amounts due by the Borrower under this Agreement, or any other facility provided by the Lender to the Borrower or any other borrower of the jurisdiction of the Borrower, is challenged.

Any foreign exchange law is amended, enacted or introduced or is reasonably to be amended, enacted or introduced in the Republic of Serbia that (in the opinion of the Lender): (i) 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 this Agreement; or (ii) is materially prejudicial to the interests of the Lenders under or in connection with this Agreement.

13.2 Acceleration

On and at any time after the occurrence of an Event of Default, the Lender may, without providing any formal demand or commencing any judicial or extra-judicial proceedings, by written notice to the Borrower:

(a) cancel the Available Credit; and/or

(b) declare that all or part of the Facility, together with any accrued or outstanding interest and all other amounts outstanding under this Agreement, are immediately due and payable.

Without prejudice to the above, in the event that an Event of Default occurs as set out in Clause 13.1 (Events of Default), the Lender reserves the right to, upon written notice to the Borrower, (i) suspend or postpone any Drawdowns under the Facility; and/or (ii) suspend the finalisation of any agreements relating to other possible financial offers which have been notified by the Lender to the Borrower; and/or (iii) suspend or postpone any drawdown under any loan agreement entered into between the Borrower and the Lender.

If any drawdowns are postponed or suspended by a Co-Financier under an agreement between such Co-Financier and the Borrower, the Lender reserves the right to postpone or suspend any Drawdowns under the Facility.

13.3 Notification of an Event of Default

In accordance with Clause 12.4 (Information), the Borrower shall promptly notify the Lender upon becoming aware of any event which is or is likely to be an Event of Default and inform the Lender of all the measures contemplated by the Borrower to remedy it.

14. ADMINISTRATION OF THE FACILITY

14.1 Payments

All payments received by the Lender under this Agreement shall be applied towards the payment of expenses, fees, interest, principal amounts or any other sum due under this Agreement in the following order:

1) incidental costs and expenses;

2) fees;

3) late-payment interest and default interest;

4) accrued interest;

5) principal repayments.

Any payments received from the Borrower shall be applied first in or towards payment of any sums due and payable under the Facility or under other loans extended by the Lender to the Borrower, should it be in the Lender’s interest to apply these sums to such other loans, in the order set out above.

14.2 Set-off

Without prior approval of the Borrower, the Lender may, at any time, set-off due and payable obligations owed by the Borrower against any amounts held by the Lender on behalf of the Borrower or any due and payable obligations owed by the Lender to the Borrower. If the obligations are in different currencies, the Lender may convert either obligation at the prevailing currency exchange rate for the purpose of the set-off.

All payments made by the Borrower under the Agreement shall be calculated and made without set-off. The Borrower is prohibited from making any set-off.

14.3 Business Days

Without prejudice to the calculation of the Interest Period which remains unchanged, if a payment is due on a day which is not a Business Day, the due date for that payment shall be the next Business Day if the next Business Day is in the same calendar month, or the preceding Business Day if the next Business Day is not in the same calendar month.

14.4 Currency of payment

The currency of each amount payable under this Agreement is Euros, except as provided in Clause 14.6 (Place of payment).

14.5 Day count convention

Any interest, fee or expense accruing under this Agreement will be calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days in accordance with European interbank market practice.

14.6 Place of payment

(a) Any funds to be transferred by the Lender to the Borrower under the Facility will be paid to the bank account specifically designated for such purpose by the Borrower, provided that the Lender has given its prior consent on the selected bank.

(b) Any payment to be made by the Borrower to the Lender shall be paid on the due date by no later than 11:00 am (Paris time) to the following bank account:

RIB Code:	30001 00064 00000040235 03
IBAN Code:	FR76 3000 1000 6400 0000 4023 503
Banque de France SWIFT code (BIC):	BDFEFRPPCCT

opened by the Lender at the Banque de France (head office/main branch) in Paris or any other account notified by the Lender to the Borrower.

(c) The Borrower shall request from the bank responsible for transferring any amounts to the Lender that it provides the following information in any wire transfer messages in a comprehensive manner and in the order set out below:

- Principal: name, address, bank account number

- Principal’s bank: name and address

- Reference: name of the Borrower, name of the Project, reference number of the Agreement

(d) All payments made by the Borrower shall comply with this Clause 14.6 (Place of payment) in order for the relevant payment obligation to be deemed discharged in full.

14.7 Payment Systems Disruption

If the Lender determines (in its discretion) that a Payment Systems Disruption Event has occurred or the Borrower notifies the Lender that a Payment Systems Disruption Event has occurred, the Lender:

(a) may, and shall if requested by the Borrower, enter into discussions with the Borrower with a view to agreeing any changes to the operation and administration of the Facility as the Lender may deem necessary in the circumstances;

(b) shall not be obliged to enter into discussions with the Borrower in relation to any of the changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, it has no obligation to agree to such changes; and

(c) shall not be liable for any cost, loss or liability arising as a result of its taking, or failing to take, any actions pursuant to this Clause 14.7 (Payment Systems Disruption).

15. MISCELLANEOUS

15.1 Language

The language of this Agreement is English. If this Agreement is translated into another language, the English version shall prevail in the event of any conflicting interpretation or in the event of a dispute between the Parties.

All notices given or documents provided under, or in connection with, this Agreement shall be in English.

The Lender may request that a notice or document provided under, or in connection with, this Agreement which is not in English is accompanied by a certified English translation, in which case, the English translation shall prevail unless the document is a statutory document of a company, legal text or other official document.

15.2 Certifications and determinations

In any litigation or arbitration arising out of or in connection with this Agreement, entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

Any certification or determination by the Lender of a rate or amount under this Agreement will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

15.3 Partial invalidity

If, at any time, a term of this Agreement is or becomes illegal, invalid or unenforceable, neither the validity, legality or enforceability of the remaining provisions of this Agreement will in any way be affected or impaired.

15.4 No Waiver

Failure to exercise, or a delay in exercising, on the part of the Lender of any right under the Agreement shall not operate as a waiver of that right.

Partial exercise of any right shall not prevent any further exercise of such right or the exercise of any other right or remedy under the applicable law.

The rights and remedies of the Lender under this Agreement are cumulative and not exclusive of any rights and remedies under the applicable law.

15.5 Assignment

The Borrower may not assign or transfer, in any manner whatsoever, all or any of its rights and obligations under this Agreement without the prior written consent of the Lender.

The Lender may assign or transfer any of its rights or obligations under this Agreement to any other third party and may enter into any sub-participation agreement relating thereto.

15.6 Legal effect

The Schedules annexed hereto, the Applicable Procurement Policies and Rules and the recitals hereof form part of this Agreement and have the same legal effect.

15.7 Entire agreement

As of the Signing Date, this Agreement represents the entire agreement between the Parties in relation to the matters set out herein, and supersedes and replaces all previous documents, agreements or understandings which may have been exchanged or communicated as part of the negotiations in connection with this Agreement.

15.8 Amendments

No amendment may be made to this Agreement unless expressly agreed in writing between the Parties.

15.9 Confidentiality - Disclosure of information

(a) The Borrower shall not disclose the content of this Agreement to any third party without the prior consent of the Lender except to:

(i) any person to whom the Borrower has a disclosure obligation under any applicable law, regulation or judicial ruling the Co-Financier.

(b) Notwithstanding any existing confidentiality agreement, the Lender may disclose any information or documents in relation to the Project to: (i) its auditors, experts, rating agencies, legal advisers or supervisory bodies; (ii) any person or entity to whom the Lender may assign or transfer all or part of its rights or obligations under the Agreement; (iii) any person or entity for the purpose of taking any protective measures or preserving the rights of the Lender under the Agreement ; and (iv) the Co-Financier.

(c) Furthermore, the Borrower hereby expressly authorizes the Lender to communicate and to disclose on the Lender’s Website information relating to the Project and its financing as listed in Schedule 6 (Information that the Lender is authorized expressly to disclose on the Lender’s Website (in particular on its open data platform)).

15.10 Limitation

The statute of limitations of any claims under this this Agreement shall be ten (10) years, except for any claim of interest due under this Agreement.

15.11 Hardship

Each Party hereby acknowledges that the provisions of article 1195 of the French Code civil shall not apply to it with respect to its obligations under the Agreement and it shall be not entitled to make any claim under article 1195 of the French Code civil.

16. NOTICES

16.1 In writing and addresses

Any notice, request or other communication to be given or made under or in connection with this Agreement shall be given or made in writing and, unless otherwise stated, may be given or made by fax or by letter sent by the post office to the address and number of the relevant Party set out below:

For the Borrower:

MINISTRY OF FINANCE
Address:	20 Kneza Milosa St. 11000 Belgrade
Telephone:	(381-11) 3202-350
Facsimile:	(381-11) 3618-961
E-mail:	kabinet@mfin.gov.rs
Attention:	Mr. Siniša Mali, Minister of Finance
For the Lender:
AFD - WESTERN BALKANS REGIONAL Office
Address:	Zmaj Jovina 11, 11000 Belgrade, Republic of Serbia
Telephone:	(381-11) 7858-830
Attention:	Head of Western Balkans Regional Office
With a copy to:
AFD - PARIS HEAD OFFICE
Address:	5, rue Roland Barthes - 75598 Paris Cedex 12, France
Telephone:	+ 33 1 53 44 31 31
Attention:	Head of Europe, Middle East and Asia Department

or such other address, fax number, department or officer as one Party notifies to the other Party.

16.2 Delivery

Any notice, request or communication made or any document sent by a Party to the other Party in connection with this Agreement will only be effective:

(a) if by fax, when received in a legible form; and

(b) if by letter sent though the post office, when delivered to the correct address,

and, where a particular person or a department is specified as part of the address details provided under Clause 16.1 (In writing and addresses), if such notice, request or communication has been addressed to that person or department.

16.3 Electronic communications

(a) Any communication made by one person to another under or in connection with this Agreement may be made by electronic mail or other electronic means if the Parties:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between the Parties will be effective only when actually received in a readable form.

17. GOVERNING LAW, ENFORCEMENT AND CHOICE OF DOMICILE

17.1 Governing Law

This Agreement is governed by French law.

17.2 Arbitration

Any dispute arising out of or in connection with this Agreement shall be referred to and finally settled by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce applicable on the date of commencement of arbitration proceedings, by one or more arbitrators to be appointed in accordance with such Rules.

The seat of arbitration shall be Paris and the language of arbitration shall be English.

This arbitration clause shall remain in full force and effect if this Agreement is declared void or is terminated or cancelled and following expiry of this Agreement. The Parties’ contractual obligations under this Agreement are not suspended if a Party initiates legal proceedings against the other Party.

The Parties expressly agree that, by signing this Agreement, the Borrower irrevocably waives all rights of immunity in respect of jurisdiction or execution on which it could otherwise rely.

For the avoidance of doubt, this waiver includes a waiver of immunity from:

(i) Any suit or legal, judicial or arbitral process arising out of, in relation to or in connection with this Agreement;

(ii) Giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues;

(iii) Any effort to confirm, recognize, enforce or execute any decision, settlement, award judgment, execution order or, in an action in rem, any effort for the arrest, for the arrest, detention or sale of any of its assets and revenues that result from any arbitration, or any legal, judicial or administrative proceedings.

The Borrower does not waive any immunity in respect of any present or future (i) "premises of the mission" as defined in the Vienna Convention on Diplomatic Relations signed in 1961, (ii) "consular premises" as defined in the Vienna Convention on Consular Relations signed in 1963, (iii) assets that cannot be in commerce, (iv) military property or military assets and buildings, weapons and equipment designated for defence, state and public security, (v) receivables the assignment of which is restricted by law, (vi) 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, (vii) 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; (viii) 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, (ix) movable or immovable assets of health institutions, unless a mortgage was established based on the government’s decision, (x) monetary assets and financial instruments determined as financial collateral in accordance with the law regulating financial collateral including monetary assets and financial instruments which are pledged in accordance with such law or (xi) other assets exempt from enforcement by international law or international treaties.

17.3 Service of process

Without prejudice to any applicable law, for the purposes of serving judicial and extrajudicial documents in connection with any action or proceedings referred to above, the Borrower irrevocably chooses its registered office as at the date of this Agreement at the address set out in Clause 16 (Notices) for service of process, and the Lender chooses the address "AFD PARIS HEAD OFFICE" set out in Clause 16 (Notices) for service of process.

18. DURATION

This Agreement comes into force on the Effective Date and remains in full force and effect for as long as any amount is outstanding under this Agreement.

Notwithstanding the above, the obligations under Clauses 12.4 (Information - miscellaneous) and 15.9 (Confidentiality - Disclosure of information) shall survive and remain in full force and effect for a period of five years after the last Payment Date; the provisions of Clause 11.6.2 (Environmentaland social (ES) complaints-management) shall continue to have effect whilst any grievance lodged under the ES Complaints-Management Mechanism’s Rules of Procedure is still being processed or monitored.

Executed in three (3) originals, one (1) for the Lender and two (2) for the Borrower, in Belgrade (Republic of Serbia), on December 17, 2021.

BORROWER
REPUBLIC OF SERBIA

____________________________________
Represented by:
Name: His Excellency Mr. Siniša Mali
Capacity: Minister of Finance

LENDER
AGENCE FRANÇAISE DE DÉVELOPPEMENT

____________________________________
Represented by:
Name: Mr. Philippe Orliange
Capacity: Head of Europe, Middle East and Asia Department

Cosigner, His Excellency Mr. Pierre Cochard, Ambassador of France
____________________________________

 

Schedule 1A

DEFINITIONS

 

Act of Corruption	means any of the following: (b) the act of promising, offering or giving, directly or indirectly, to a Public Official or to any person who directs or works, in any capacity, for a private sector entity, an undue advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in breach of his or her legal, contractual or professional obligations and, having for effect to influence his or her own actions or those of another person or entity; or (c) the act of a Public Official or any person who directs or works, in any capacity, for a private sector entity, soliciting or accepting, directly or indirectly, an undue advantage of any nature, for the relevant person himself or herself or for another person or entity, in order that this person acts or refrains from acting in breach of his or her legal, contractual or professional obligations and, having for effect to influence his or her own actions or those of another person or entity.
AFD’s Covenant of Integrity	Means AFD’s integrity and eligibility statement, in the form set out in Schedule 7 (AFD’s Covenant of Integrity) that any bidder or candidate shall deliver pursuant to the terms set out in Clause 11.5 of this Agreement, and the content of which can be updated from time to time by the Lender.
Agreement	means this credit facility agreement, including its recitals, Schedules and, if applicable, any amendments made in writing thereto.
Anti-Competitive Practices	means: (a) any concerted or implicit action having as its object and/or as its effects to impede, restrict or distort fair competition in a market, including without limitation when it tends to: (i) limit market access or the free exercise of competition by other companies; (ii) prevent price setting by the free play of markets by artificially favouring the increase or decrease of such prices; (iii) limit or control any production, markets, investment or technical progress; or (iv) share out markets or sources of supply; (b) any abuse by a company or group of companies of a dominant position within a domestic market or in a substantial part thereof; or (c) any bid or predatory pricing having as its object and/or its effect to eliminate from a market, or to prevent a company or one of its products from accessing the market.
Applicable Procurement Policies and Rules	Means the contractual provisions contained in the procedures relating to procurement financed by the Co-Financier (entitled EBRD’s Procurement Policies and Rules (PP&R) and dated November 2017) referred to in the EBRD Loan Agreement and in full force and effect on the date of this Agreement, a copy of which is available on https://www.ebrd.com/work-with-us/procurement/policies-and-rules.html or any website that may replace it.
Authorisation(s)	means any authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration, or any exemptions in respect thereof, obtained from or provided by an Authority, whether granted by means of an act, or deemed granted if no answer is received within a defined time limit, as well as any approval and consent given by the Borrower’s creditors.
Authority(ies)	means any government or statutory entity, department or commission exercising a public prerogative, or any administration, court, agency or State or any governmental, administrative, tax or judicial entity.
Availability Period	means the period from and including the Signing Date up to the Deadline for Drawdown.
Available Credit	means, at any given time, the maximum principal amount specified in Clause 2.1 (Facility) less: (i) the aggregate amount of any Drawdowns drawn by the Borrower; (ii) the amount of any Drawdown to be made pursuant to any pending Drawdown Request; and (iii) any portion of the Facility which has been cancelled pursuant to Clauses 8.3 (Cancellation by the Borrower) and/or 8.4 (Cancellation by the Lender).
Business Day	means a day (other than Saturday or Sunday) on which banks are open for the entire day for general business in Paris, and which is a TARGET Day in the event that a Drawdown has to be done on such day.
Certified	means for any copy, photocopy or other duplicate of an original document, the certification by any duly authorised person, as to the conformity of the copy, photocopy or duplicate with the original document.
Co-Financier	means the European Bank for Reconstruction and Development (EBRD).
Co-Financing	Means the loan provided by the Co-Financier for an amount of up to fifty million Euros (EUR 50,000,000) for Part 1 of the Project ("Tranche 1 EBRD Loan") to be committed from the date of the effectiveness of the EBRD Loan Agreement, and for an uncommitted amount of twenty-five million Euros (EUR 25,000,000) for Part 2 of the Project ("Tranche 2 EBRD Loan"), to be committed under the terms set out in the EBRD Loan Agreement.
Co-Financing Agreement	means the agreement ("Project Implementation Agreement") to be entered into between the Lender and the Co-Financier, providing terms and conditions under which, among others, the Lender and the Co-Financier shall co-finance the Project and a number of monitoring works that the Lender delegates to the Co-Financier with respect to the Facility and the Project implementation.
Contractor(s)	means third party contractor(s) in charge of implementing all or part of the Project pursuant to Project Documents.
Deadline for Drawdown	Means December 17th, 2027, date after which no further Drawdown may occur.
Drawdown	means a drawdown of all or part of the Facility made, or to be made, available by the Lender to the Borrower pursuant to the terms and conditions set out in Clause 3 (Drawdown of Funds) or the principal amount outstanding of such Drawdown which remains due and payable at a given time.
Drawdown Date	means the date on which a Drawdown is made available by the Lender.
Drawdown Period	means the period starting on the first Drawdown Date up to and including the first of the following date: the date on which the Available Credit is equal to zero; the Deadline for Drawdown.
Drawdown Request	means a request substantially in the form set out in Schedule 5A (Form of Drawdown Request).
EBRD	means the European Bank for Reconstruction and Development (EBRD).
EBRD Loan Agreement	means the agreement and all the related financing documentations to be entered into between EBRD (the Co-Financier) and the Borrower providing terms and conditions under which the EBRD loan will be made available to the Borrower.
Eligible Expense(s)	means the expense(s) relating to the component(s) of the Project as set out in Schedule 3 (FINANCING PLAN).
Embargo	means any sanction of a commercial nature aiming at prohibiting any import and/or export (supply, sale or transfer) of one or several goods, products or services going to and/or coming from a country for a given period as published and amended from time to time by the United Nations, the European Union or France.
ES Complaints-Management Mechanism’s Rules of Procedure	means the contractual terms contained in the Environmental and Social Complaints-Management Mechanism’s Rules of Procedure, which is available on the Website, as amended from time to time.
EURIBOR	means the inter-bank rate applicable to Euro for any deposits denominated in Euro for a period comparable to the relevant period, as determined by the European Money Markets Institute (EMMI), or any successor administrator, at 11:00 am Brussels time, two (2) Business Days before the first day of the Interest Period.
Euro(s) or EUR	means the single currency of the member states of the European Economic and Monetary Union, including France, and having legal tender in such Member States.
Event of Default	means any event or circumstance set out in Clause 13.1 (Events of Default).
Facility	means the credit facility made available by the Lender to the Borrower in accordance with this Agreement up to the maximum principal amount set out in Clause 2.1 (Facility).
Financial Indebtedness	means any financial indebtedness for and in respect of: (a) any monies borrowed on a short, medium or long-term basis; (b) any amounts raised pursuant to the issue of bonds, notes, debentures, loan stock or any similar instruments; (c) any funds raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (d) any potential payment obligation that results from a guarantee, bond, or any other instrument.
Financial Sanctions List	means the list(s) of persons, groups or entities which are subject to financial sanctions by the United Nations, the European Union and/or France. For information purposes only and for the convenience of the Borrower, who may rely on, the following references or website addresses: For the lists maintained by the United Nations, the following website may be consulted: https://www.un.org/securitycouncil/fr/content/un-sc-consolidated-list For the lists maintained by the European Union, the following website may be consulted: https://eeas.europa.eu/headquarters/headquarters-homepage/8442/consolidated-list-sanctions_fr For the lists maintained by France, the following website may be consulted: https://www.tresor.economie.gouv.fr/services-aux-entreprises/sanctions-economiques/dispositif-national-de-gel-des-avoirs
Financing Plan	means the financing plan of the Project set out in Schedule 3 (FINANCING PLAN).
Fixed Reference Rate	means one point sixteen percent (1.16%) per annum.
Fraud	means any unfair practice (acts or omissions) deliberately intended to mislead others, to intentionally conceal elements there from, or to betray or vitiate his/her consent, to circumvent any legal or regulatory requirements and/or to violate internal rules and procedures of the Borrower or a third party in order to obtain an illegitimate benefit.
Fraud against the Financial Interests of the European Community	means any intentional act or omission intended to damage the European Union budget and involving (i) the use or presentation of false, inaccurate or incomplete statements or documents, which has as effect the misappropriation or wrongful retention of funds or any illegal reduction in resources of the general budget of the European Union; (ii) the non-disclosure of information with the same effect; and (iii) misappropriation of such funds for purposes other than those for which such funds were originally granted.
Grace Period	means the period from the Signing Date up to and including the date falling seventy-two months (72) months after such date, during which no principal repayment under the Facility is due and payable.
Illicit Origin	means funds obtained through: (a) the commission of any predicate offence as designated in the FATF 40 recommendations Glossary under "Designated categories of offences" (http://www.fatf-gafi.org/media/fatf/documents/recommendations/Recommandations_GAFI.pdf); (b) any Act of Corruption; or (c) any Fraud against the Financial Interests of the European Community, if or when applicable.
Index Rate	means the TEC 10 daily index, the ten-year constant maturity rate displayed on a daily basis on the relevant quotation page of the Reference Financial Institution or any other index which may replace the TEC 10 daily index. On the Signing Date, the Index Rate on December 07, 2021 is minus zero point zero two percent (-0.02%) per annum.
Interest Period(s)	means each period from a Payment Date (inclusive) up to the next Payment Date (exclusive). For each Drawdown under the Facility, the first interest period shall start on the Drawdown Date (inclusive) and end on the next successive Payment Date (exclusive).
Interest Rate	means the interest rate expressed as a percentage and determined in accordance with Clause 4.1 (Interest Rate).
Margin	means one hundred (100) basis points per annum.
Market Disruption Event	means the occurrence of one of the following events: (i) EURIBOR is not determined by the European Money Markets Institute (EMMI), or any successor administrator, at 11:00am Brussels time, two (2) Business Days before the first day of the relevant Interest Period or on the Rate Setting Date; or (ii) before close of business of the European interbank market, two (2) Business Days prior to the first day of the relevant Interest Period or on the Rate Setting Date, the Borrower receives notification from the Lender that (i) the cost to the Lender of obtaining matching resources in the relevant interbank market would be in excess of EURIBOR for the relevant Interest Period; or (ii) it cannot or will not be able to obtain matching resources on the relevant interbank market in the ordinary course of business to fund the relevant Drawdown for the relevant time period.
Material Adverse Effect	means a material and adverse effect on: (a) the Project, insofar as it would jeopardise the implementation and operation of the Project in accordance with this Agreement and the Project Documents; (b) the business, assets, financial condition of the Borrower or its ability to perform its obligations under this Agreement and the Project Documents; (c) the validity or enforceability of this Agreement and any Project Documents; or (d) any right or remedy of the Lender under this Agreement.
National Bank of Serbia or NBS	means the central bank of the Republic of Serbia.
Outstanding Principal	means, in respect of any Drawdown, the outstanding principal amount due in respect of such Drawdown, corresponding to the amount of the Drawdown paid by the Lender to the Borrower less the aggregate of instalments of principal repaid by the Borrower to the Lender in respect of such Drawdown.
Payment Dates	means April 25 and October 25 of each year.
Payment Systems Disruption Event	means either or both of: (a) a material disruption to the payment or communication systems or to the 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 this Agreement to be carried out), provided that the 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 system-related nature) to the treasury or payment operations of a Party preventing that, or any other Party: (i) from performing its payment obligations under this Agreement; or (ii) from communicating with the other Parties in accordance with the terms of this Agreement, and which (in either case) is not caused by, and is beyond the control of, either Party.
Prepayment Compensatory Indemnity	means the indemnity calculated by applying the following percentage to the amount of the Facility which is repaid in advance: - if the repayment occurs prior to the 6th anniversary (exclusive) of the Signing Date: two percent (2%); - if the repayment occurs between the 6th anniversary (inclusive) and the 9th anniversary (exclusive) of the Signing Date : one point five percent (1.5%); - if the repayment occurs between the 9th anniversary (inclusive) and the 12th anniversary (exclusive) of the Signing Date: one percent (1%); - if the repayment occurs after the 12th anniversary (inclusive) of the Signing Date: zero point five percent (0.5%).
Project	means the project as described in Schedule 2 (Project Description).
Project Agreements	Means the agreements to be entered into between the Co-Financier, the Borrower, acting through the Ministry of Environmental Protection (MEP), and each of the Project Entities for each sub-project
Project Authorisations	means the Authorisations necessary in order for (i) the Borrower to implement the Project and execute all Project Documents to which it is a party, and to exercise its rights and perform its obligations under the Project Documents to which it is a party; and (ii) the Project Documents to which the Borroweris a party, to be admissible as evidence before courts in the jurisdiction of the Borrower or before a competent arbitral tribunal.
Project Documents	means all documents, and in particular agreements, delivered or executed by the Borrower in relation to the implementation of the Project, i.e.: - the consulting engineer contracts (studies and supervision of investments); - Supply contracts and investment works; - the documents constituting the ESCP; - Project Agreements; - Project procurement plan; - any contract signed by the Borrower and necessary for the proper execution of the Project.
Project Entities	Means the project entities as designated in the Project Agreements.
Public Official	means any holder of legislative, executive, administrative or judicial office whether appointed or elected, serving on permanent basis or otherwise, paid or unpaid, regardless of rank, or any other person defined as a public official under the domestic law of the Borrower’s jurisdiction, and any other person exercising a public function, including for a public agency or organisation, or providing a public service.
Rate Conversion	means the conversion of the floating rate applicable to all or part of the Facility into a fixed rate pursuant to Clause 4.1 (Interest Rate).
Rate Conversion Request	means a request substantially in the form attached as Schedule 5C (FORM OF RATE CONVERSION REQUEST).
Rate Setting Date	means: I - in relation to any Interest Period for which an Interest Rate is to be determined: (i) the first Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the Drawdown Request, provided that the Drawdown Request is received by the Lender at least two (2) full Business Days prior to said Wednesday; (ii) the second Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the Drawdown Request, if the Drawdown Request was not received by the Lender at least two (2) full Business Days prior to the first Wednesday specified in paragraph (a) above. II - in the case of a Rate Conversion: (i) the first Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the Rate Conversion Request, provided such date is at least two (2) full Business Days prior to the first Wednesday; (ii) the second Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the Rate Conversion Request, if such date is not at least two (2) full Business Days prior to the first Wednesday.
Reference Financial Institution	means a financial institution chosen as a suitable reference financial institution by the Lender and which regularly publishes quotations of financial instruments on one of the international financial information networks according to the practices recognised by the banking industry.
Schedule(s)	means any schedule or schedules to this Agreement.
Signing Date	means the date of execution of this Agreement by all the Parties.
Sub-Project	Means all activities related to works and equipements in each region included in the scope of the Project
TARGET Day	means a day on which the Trans European Automated Real Time Gross Settlement Express Transfer 2 (TARGET2) system, or any successor thereto, is open for payment settlement in Euros.
Tax(es)	means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with a failure to pay or any delay in the payment of any such amounts).
Technical Completion Date	means the date for the technical completion of the Project which is expected to be: - by 31 December 2027 for Part 1 of the Project; - by the date as designated in the Tranche 2 EBRD Loan Commitment Notice for Part 2 of the Project.
Visibility and Communication Guide	Means all contractual provisions binding on the Borrower relating to the communication and visibility of projects financed by AFD and contained in the document entitled "Visibility guide for projects supported by AFD - Level 1" or "Communication guide for projects supported by AFD - Level 2" as the case may be, a copy of which has been given to the Borrower before the signing.
Website	means the website of AFD (http://www.afd.fr/) or any other such replacement website.
Withholding Tax	means any deduction or retention in respect of a Tax on any payment made under or in connection with this Agreement.

 

Schedule 1B

CONSTRUCTION

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

(b) any reference to the "Borrower", a "Party" or a "Lender" includes its successors in title, permitted assigns and permitted transferees;

(c) any reference to a Financing Document or other document is a reference to this Agreement or to such other document as amended, restated or supplemented and includes, if applicable, any document which replaces it through novation, in accordance with the Financing Documents;

(d) a "guarantee" includes any cautionnement, aval and any garantie which is independent from the debt to which it relates;

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

(f) a "person" includes any person, company, corporation, partnership, trust, government, state or state agency or any association, or group of two or more of the foregoing (whether or not having separate legal personality);

(g) a "regulation" includes any legislation, regulation, rule, decree, official directive, instruction, request, advice, recommendation, decision or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, supervisory authority, regulatory authority, independent administrative authority, agency, department or any division of any other authority or organisation (including any regulation issued by an industrial or commercial public entity) having an effect on this Agreement or on the rights and obligations of a Party;

(h) a provision of law is a reference to that provision as amended;

(i) unless otherwise provided, a time of day is a reference to Paris time;

(j) The Section, Clause and Schedule headings are for ease of reference only and do not affect the interpretation of this Agreement;

(k) unless otherwise provided, words and expressions used in any other document relating to this Agreement or in any notice given in connection with this Agreement have the same meaning in that document or notice as in this Agreement;

(l) an Event of Default is "continuing" if it has not been remedied or if the Lender has not waived any of its rights relating thereto;

(m) a reference to a Clause or Schedule shall be a reference to a Clause or Schedule of this Agreement; and

(n) words importing the plural shall include the singular and vice-versa.

Schedule 2

PROJECT DESCRIPTION

1. The purpose of the Project is to assist the Borrower in the development of regional waste management centres in certain regions of the Republic of Serbia.

2. The Project consists of the following Parts, subject to such modifications thereof as the Lender, the Co-Financier and the Borrower may agree upon from time to time:

Part 1 of the Project:

(i) Construction or expansion of

a. the regional waste management system in Kalenic solid waste region ("Eko-Tamnava" d.o.o. is the Project Entity);

b. the regional waste management system in Sombor solid waste region;

c. the regional waste management system in Duboko solid waste region ("Duboko" d.o.o. is the Project Entity); and

d. the regional waste management system in Nova Varos solid waste region ("Banjica d.o.o." is the Project Entity).

(ii) Engagement of suitably qualified consultants to assist in works supervision, and related studies, designs, and technical assistance.

Part 2 of the Project:

(i) Construction of

a. the regional waste management system in Pirot solid waste region;

b. the regional waste management system in Pozarevac solid waste region;

c. the regional waste management system in Indjija solid waste region;

d. the regional waste management system in Sremska Mitrovica solid waste region;

e. the multi-regional primary sorting system within existing solid waste regions.

The scope of Part 2 will be defined during due diligence and prior to EBRD commitment of Tranche 2. The relevant Project Entities will be designated in the Tranche 2 EBRD Loan Commitment Notice.

(ii) Engagement of suitably qualified consultants to assist in works supervision, and related studies, designs, and technical assistance and procurement and implementation support.

3. The Part 1 of the Project is expected to be completed by 31 December 2027.

4. The Part 2 of the Project is expected to be completed by the date as designated in the Tranche 2 EBRD Loan Commitment Notice.

Schedule 3

FINANCING PLAN

PART I - FINANCING PLAN AND ELIGIBLE EXPENSES

1. The table attached to this Schedule sets forth the components of the Project and related Eligible Expenses to be financed out of the proceeds of the Facility, the allocation of the amounts between Part 1 and Part 2 of the Project to each component, and the percentage of expenditures for items to be financed in each component.

2. Notwithstanding the provisions of paragraph 1 above, no Drawdown shall be made in respect of expenditures incurred prior to the date of the Agreement.

Components	Amount of the Loan (EUR)	% of expenditures to be financed by the Facility out of the Project’s total amount [AFD and EBRD loans combined]
Part 1 of the Project:
(1) Capital expenditures (including contingencies)	43,915,000	50% (excluding VAT and custom duties)
(2) Works supervision, studies and designs, and technical assistance	4,750,000	50% (excluding VAT and custom duties )
(3) Unallocated contingency	1,335,000	50%
Total:	50,000,000
Part 2 of the Project:
Capital expenditures,	25,000,000	50% (excluding VAT and custom duties)
procurement support, works supervision, studies and designs, and technical assistance
Total:	25,000,000
Total [Part 1 and Part 2 of the Project]:	75,000,000

PART II- NON-ELIGIBLE EXPENSES

Front-end fees are not eligible.

Schedule 4

CONDITIONS PRECEDENT

The following applies to all documents delivered by the Borrower as a condition precedent:

- if the document which is delivered is not an original but a photocopy, the original Certified photocopy shall be delivered to the Lender;

- the final version of a document which draft was previously sent to, and agreed upon by the Lender, shall not materially differ from the agreed draft;

- documents not previously sent and agreed upon, shall be satisfactory to the Lender.

Part I - Conditions Precedent to be satisfied on the Signing Date

(a) Delivery by the Borrower to the Lender of a Certified copy of a conclusion of the Government of the Republic of Serbia approving the report from the negotiations with regard to conclusion of this Agreement, approving the borrowing by the Borrower under this Agreement and expressly authorizing Minister of Finance of the Republic of Serbia to execute this Agreement;

(b) A certificate of the Borrower (signed by authorized signatory) confirming that (i) borrowing the total Facility commitments would not cause any borrowing, guaranteeing or similar limit binding on the Borrower to be exceeded, and (ii) that the public debt loan under this Agreement is within the limits set by the law governing the budget of the Republic of Serbia;

(c) Confirmation from the Co-Financier to the Lender that its Board of Directors has approved the EBRD loan.

Part II - Conditions Precedent to the effectiveness of the Agreement

(a) This Agreement has been duly signed by the Lender and the Borrower;

(b) Delivery by the Borrower to the Lender of the following documents:

(i) An original of the legal opinion from the Minister of Justice customary for this type of transaction in form and content satisfactory to the Lender with certified copies (each with an official translation into the language of this Agreement) of all documents to which such legal opinion refers, demonstrating that the Agreement is legally effective and enforceable and, in particular: (i) that the Borrower has met all requirements under its constitutional law and other applicable legal provisions for the valid assumption of all its obligations under this Agreement, (ii) that no official authorisations, consents, licenses, registrations and/or approvals of any governmental authority or agency (including the National Bank of Republic of Serbia) are required or advisable in connection with the execution and performance of this Agreement by the Borrower (including without limitation that all amounts due by the Borrower to the Lender under this Agreement whether as principal or interest, late payment interest, Prepayment Indemnity, incidental costs and expenses or any other sum are freely convertible and transferable), (iii) that choice of French law to govern this Agreement and the submission to arbitration are valid and binding, as well as that arbitration awards against the Borrower will be recognized and enforceable in the Republic of Serbia, and (iv) that neither the Borrower nor any of its property has any right of immunity from arbitration, suit, execution or other legal process;

(ii) Evidence of the enactment by the National Assembly of the Republic of Serbia of the law ratifying 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;

(iii) Confirmation of the Ministry of Finance of the Republic of Serbia that this Agreement has been duly evidenced therewith;

(iv) Signature of the EBRD Loan Agreement.

Part III - Conditions Precedent to the first Drawdown

(a) This Agreement has become effective upon the satisfaction of the conditions stipulated in the PART II of this Schedule 4 of the Agreement;

(b) The Co-financing Agreement has been executed;

(c) Confirmation that the Tranche 1 under EBRD Loan Agreement has become effective and that the conditions precedent to the first disbursement in respect of such loan have been fulfilled;

(d) A copy of the government conclusion appointing and authorising persons to sign the Drawdown Requests and a certificate of specimen of the signature of each person listed in this conclusion;

(e) Payment by the Borrower to the Lender of all fees and expenses due and payable under this Agreement.

(f) Establishment of the Project Implementation Unit (PIU) by the Borrower represented by the MEP with adequate resources and suitably qualified personnel in form and substance satisfactory to the Co-financier;

Part IV - Conditions Precedent to the first Drawdown for each sub-project (to be made in relation to the capital expenditures)

(a) Evidence of establishment of a regional waste management company;

(b) The appointment of an independent engineer by the Borrower, acting through the MEP, to supervise construction works of the Project; and

(c) Evidence of achievement of environmental and social due diligences, framework and action plans satisfactory to the Lender and the Co-financier

Part V - Conditions Precedent for All Drawdowns including the First DRAWDOWN

(i) Reception by the Lender from the Co-Financier of the confirmation in writing that its conditions precedents for the relevant drawdown are met.

(ii) Delivery by the Borrower of :

- all contracts and order forms together with any plans and quotes (if applicable) previously provided to the Co-Financier, in connection with the Drawdown requested to be paid directly; and

- any reports, invoices or interim payment requests, in form and substance satisfactory to the Lender, which may be delivered in the form of Certified photocopies or duplicates.

Schedule 5A

FORM OF DRAWDOWN REQUEST

[on the Borrower’s letterhead]

To:	AGENCE FRANÇAISE DE DÉVELOPPEMENT
On:	[date]

Borrower’s Name - Credit Facility Agreement n° [●] dated [●]

Drawdown Request n°[●]

Dear Sirs,

1. We refer to the Credit Facility Agreement n° [●] entered into between the Borrower and the Lender dated [●] (the "Agreement"). Capitalised words and expressions used but not defined herein have the meanings given to them in the Agreement.

2. This letter is a Drawdown Request.

3. We irrevocably request that the Lender makes a Drawdown available on the following terms:

Amount:	EUR [●] or, if less, the Available Credit.
Interest Rate:	[fixed/floating]

4. The Interest Rate will be determined in accordance with the provisions of Clause 4 (Interest) and Clause 5 (Change to the calculation of interest) of the Agreement. The Interest Rate applicable to the requested Drawdown will be provided to us in writing and we accept this Interest Rate [(subject to the paragraph below, if applicable)], including when the Interest Rate is determined by reference to a Replacement Benchmark plus any Adjustment Margin as notified by the Lender following the occurrence of a Screen Rate Replacement Event.

[For fixed Interest Rate only: ] If the Interest Rate applicable to the requested Drawdown is greater than [●insérer pourcentage en lettres] ([●]%), we request that you cancel this Drawdown Request.

5. We confirm that each condition specified in Clause 2.4 (Conditions precedent) is satisfied on the date of this Drawdown Request and that no Event of Default is continuing or is likely to occur. We agree to notify the Lender immediately if any of the conditions referred to above is not satisfied on or before the Drawdown Date.

6. The proceeds of this Drawdown should be credited to the following bank account:

(a) Name:	[●]
(b) Address:	[●]
(c) IBAN Account Number:	[●]
(d) SWIFT Number:	[●]
(e) Bank and bank’s address:	[●]
(f) [as the case may be] correspondent bank:	[●]

7. This Drawdown Request is irrevocable.

8. We have attached to this Drawdown Request all relevant supporting documents specified in Clause 2.4 (Conditions precedent) of the Agreement:

[List of supporting documents]

Yours sincerely,

___________________________
Authorised signatory of Borrower

 

Schedule 5B

FORM OF CONFIRMATION OF DRAWDOWN AND RATE

[on Agence Française de Développement letterhead]

To:	[the Borrower]
Date:	[●]
Ref:	Drawdown Request n° [●] dated [●]

Borrower’s Name - Credit Facility Agreement n°[●] dated [●]

Drawdown Confirmation n°[●]

Dear Sirs,

1. We refer to the Credit Facility Agreement n°[●] entered into between the Borrower and the Lender dated [●] (the "Agreement"). Capitalised words and expressions used but not defined herein have the meanings given to them in the Agreement.

2. By a Drawdown Request Letter dated [●], the Borrower has requested that the Lender makes available a Drawdown in the amount of EUR [●], pursuant to the terms and conditions of the Agreement.

3. The Drawdown which has been made available according to your Drawdown Request is as follows:

- Amount: [●amount in words] ([●])

- Applicable interest rate: [●percentage in words] percent ([●]%) per annum [equal to the aggregate of the six-month EURIBOR (equal to [●]% per annum) 1 and the Margin]2

- Drawdown Date: [●]

For fixed-Interest Rate loans only

For information purposes only:

- Rate Setting Date: [●]

- Fixed Reference Rate: [●percentage in words] percent ([●]%) per annum

- Effective global rate (per annum): [●percentage in words] percent ([●]%)

- Index Rate: [●percentage in words] percent ([●]%)

- Index Rate on the Rate Setting Date: [●].

[It being specified that the above Interest Rate may vary in accordance with the provisions of clauses 4.1.1(i) (Floating Interest Rate) and 5.2 (Replacement of a Screen Rate) of the Agreement.]3

Yours sincerely,

___________________________
Authorised signatory of Agence Française de Développement

_____
1 If the six-month EURIBOR is not available on the date of confirmation of drawdown due to the occurrence of a Screen Rate Replacement Event, the Replacement Benchmark, the precise terms and conditions of replacement of such Screen Rate with a Replacement Benchmark and the related total effective rates will be communicated to the Borrower in a separate letter.
2 To be deleted in case of fixed Interest Rate.
3 To be deleted in case of fixed Interest Rate.

 

Schedule 5C

FORM OF RATE CONVERSION REQUEST

[on the Borrower’s letterhead]

To:	AGENCE FRANÇAISE DE DÉVELOPPEMENT
On:	[date]

Borrower’s Name - Credit Facility Agreement n°[●] dated [●]

Rate Conversion Request n°[●]

Dear Sirs,

1. We refer to the Credit Facility Agreement n°[●] entered into between the Borrower and the Lender dated [●] (the "Agreement"). Capitalised words and expressions used but not defined herein have the meanings given to them in the Agreement.

2. Pursuant to Clause 4.1.3 (i) (Conversion from a floating Interest Rate to a fixed Interest Rate) of the Agreement, we hereby request that you convert the floating Interest Rate of the following Drawdowns:

- [list the relevant Drawdowns],

into a fixed Interest Rate in accordance with the terms of the Agreement.

3. This rate conversion request will be deemed null and void if the applicable fixed Interest Rate exceeds [insérer pourcentage en lettres] [●%].

Yours sincerely,

___________________________
Authorised signatory of Borrower

 

Schedule 5D

FORM OF RATE CONVERSION CONFIRMATION

[on Agence Française de Développement letterhead]

To:	[the Borrower]
Date:	[●]

Re: Rate Conversion Request n° [●] dated [●]

Borrower’s Name - Credit Facility Agreement n°[●] dated [●]

Rate Conversion Confirmation n°[●]

Dear Sirs,

SUBJECT: Conversion from a floating Interest Rate to a fixed Interest Rate

1. We refer to the Credit Facility Agreement n°[●] entered into between the Borrower and the Lender dated [●] (the "Agreement"). Capitalised words and expressions used but not defined herein have the meanings given to them in the Agreement.

2. We refer also to your Rate Conversion Request dated [●]. We confirm that the fixed Interest Rate applicable to the Drawdown(s) referred to in your Rate Conversion Request delivered in accordance with Clause 4.1.3 (i) (Conversion from a floating Interest Rate to a fixed Interest Rate) of the Agreement is:

- [●]% per annum.

3. This fixed Interest Rate, calculated in accordance with Clause 4.1.1 (Selection of Interest Rate) will apply to the Drawdown(s) referred in your Rate Conversion Request from [l] (effective date).

4. Further, we notify you that the effective global rate per annum of the Facility is [l]%.;Yours sincerely,

____________________________
Authorised representative of Agence Française de Développement

 

Schedule 6

INFORMATION THAT THE LENDER IS AUTHORIZED EXPRESSLY TO DISCLOSE ON THE LENDER’S WEBSITE (IN PARTICULAR ON ITS OPEN DATA PLATFORM)

1. Information relating to the Project

- Number and name in AFD’s book;

- Description;

- Operating sector;

- Place of implementation;

- Expected project starting date;

- Expected Technical Completion Date; and

- Status of implementation updated on a semi-annual basis.

2. Information relating to the financing of the Project

- Kind of financing (loan, grant, co-financing, delegated funds);

- Principal amount of the Facility;

- Total amount drown on annual basis;

- Drawdown amounts planning on a three year basis; and

- Amount of the Facility which has been drawn down (updated as the implementation of the Project goes).

3. Other information

- Transaction information notice attached to this Schedule; and

- The summary of the Project evaluation, the content of which is defined in Article 11.12 "Project Evaluation".

 

Schedule 7

AFD’S COVENANT OF INTEGRITY

COVENANT OF INTEGRITY (the "Covenant")
Date: __________ Tendering No: ___________
Invitation for Tenders No.: __________
To: ______ [insert name of Client](the "Client")

We acknowledge that the contract(s) subject to this tender process are intended to be co-financed by the European Bank for Reconstruction and Development ("EBRD") and the Agence Française de Développement ("AFD") (hereafter the "Banks"). The Banks and the Client have agreed that this tender process is governed by the EBRD’s Procurement Policies and Rules.

We declare and covenant that neither we nor anyone, including any of our subsidiaries and affiliates, and all of our directors, employees, agents or joint venture partners, consortium, or association ("JVCA") partners, as well as any sub-contractors, suppliers, sub-suppliers, concessionaires, consultants or sub-consultants, where these exist, acting on our behalf with due authority or with our knowledge or consent, or facilitated by us, has engaged, or will engage, in any Prohibited Practices (as defined below) in connection with the Procurement Process or in the execution or supply of any works, goods or services for [specify the contract or tender invitation] (the "Contract") and covenant to so inform you if any instance of any such Prohibited Practices shall come to the attention of any person in our organisation having responsibility for ensuring compliance with this Covenant.

We declare that we have paid, or will pay, the following commissions, gratuities, or fees with respect to the Tendering process or execution of the Contract:4

Name of Recipient		Address		Reason		Amount
________________		__________		__________		__________
________________		__________		__________		__________

We declare that no affiliate of the Client (except for those, we have demonstrated that there is not a significant degree of common ownership, influence or control amongst the Borrower/the Grant Recipient, the Client or the Client’s agent and the affiliates) is participating in our submission in any capacity whatsoever.

We shall, for the duration of the Procurement Process and, if we are successful in our tender, for the duration of the Contract, appoint and maintain in office an officer, who shall be a person reasonably satisfactory to you and to whom you shall have full and immediate access, having the duty, and the necessary powers, to ensure compliance with this Covenant.

We declare and covenant that, except for the matters disclosed in this Covenant of Integrity:

(i) we, our subsidiaries and affiliates, and all of our directors, employees, agents or JVCA partners, where these exist, have not been convicted in any court or sanctioned by any authority of any offence involving a Prohibited Practices in connection with any procurement process or provision of works, goods or services during the ten years preceding the date of this Covenant;

(ii) none of our directors, employees, agents or a representatives of a JVCA partner, where these exist, has been dismissed or has resigned from any employment on the grounds of being implicated in any Prohibited Practice during the ten years preceding the date of this Covenant;

(iii) we, our subsidiaries and affiliates and our directors, employees, agents or JVCA partners, where these exist, have not been excluded by any major Multilateral Development Bank or International Financial Institution (including World Bank Group, African Development Bank, Asian Development Bank, EBRD, European Investment Bank or Inter-American Development Bank) from participation in a procurement process or from contract award, or otherwise have not been subject to any other enforcement action or sanction by such institutions on the grounds of engaging in a Prohibited Practice;

(iv) neither we, nor anyone, including any of our directors, employees, agents, JVCA partners, or subsidiaries and affiliates, as well as any subcontractors, or suppliers or affiliates of the subcontractor or supplier, where these exist, acting on our behalf with due authority or with our knowledge or consent, or facilitated by us, (i) is listed or otherwise subject to EU sanctions5, UN sanctions6 and /or sanctions by the French authorities (the "French Sanctions")7, and (ii) in connection with the tendering process, or in the execution or supply of any works, goods or services for the Contract, has acted or will act in contravention of EU Sanctions, UN Sanctions, or French Sanctions;

(v) we furthermore undertake to immediately inform the Client and EBRD if any of the instances described under Articles (i)-(iv) come to our attention after signing this Covenant or occur at a later stage.

______
4 If none has been paid or is to be paid, indicate "none".
5 Pursuant to Chapter 2 of Title V of the TEU and the objectives of the Common Foreign and Security Policy set out in Article 21 of the TEU and Article 215 of the TFEU.
6 Pursuant to Article 41 Chapter VII of the United Nations Charter.
7 The French Sanctions can be consulted at: https://www.tresor.economie.gouv.fr/services-aux-entreprises/sanctions-economiques.

If applicable, provide full disclosure of any convictions, dismissal, resignations, exclusions or other information relevant to Articles (i) (ii) (iii) or (iv) in the box below.

Name of Entity Required to be Disclosed	Reason Disclosure is Required8

We understand that any misrepresentation in relation to or omission to provide full disclosure of information as required by this Covenant may result in the rejection of the tender and it may also lead to enforcement actions, sanctions or any other type of measures in accordance with the Banks’ applicable policies and procedures.

For the purpose of this Covenant, the terms set forth below define Prohibited Practices9 as:

- Corrupt Practice which means the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party;

- Fraudulent Practice which means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

- Coercive Practice which means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of any party to influence improperly the actions of a party;

- Collusive Practice which means an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;

- Obstructive Practice which means any of (1) destroying, falsifying, altering or concealing of evidence material to the Banks’ investigation, which impedes the Banks’ investigation; (2) making false statements to investigators in order to materially impede the Banks’ investigation into allegations of a Prohibited Practice; (3) failing to comply with requests to provide information, documents or records in connection with the Banks’ investigation; (4) threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the Banks’ investigation or from pursuing the investigation; or (5) materially impeding the exercise of the Banks’ contractual rights of audit or inspection or access to information;

- Theft which means the misappropriation of property belonging to another party;

- Misuse of EBRD resources or EBRD assets which means improper use of EBRD’s resources or EBRD’s assets, committed either knowingly or recklessly;

- Misuse of AFD’s Resources or AFD Assets which means improper use of the AFD’s Resources or AFD Assets, committed either knowingly or recklessly;

- Money laundering. This term refers to a) the act of facilitating, by any means, the false justification of the origin of the property or income of the perpetrator of a felony or misdemeanour which has brought him a direct or indirect benefit; b) the act of assisting in investing, concealing or converting the direct or indirect products of a felony or misdemeanour;

- Terrorist financing. This term is defined as the act of providing or collecting, directly or indirectly, funds or managing funds with the intention that they should be used or in the knowledge that they are to be used to commit a terrorist act.

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8 For each matter disclosed, provide details of the measures that were taken, or shall be taken, to ensure that neither the disclosed entity nor any of its directors, employees or agents commits any Prohibited Practices in connection with the Tender for this Contract.
9 EBRD refers to Prohibited Practices as ‘Prohibited Practices’ as defined in EBRD’s Enforcement Policy and Procedures (http://www.ebrd.com/integrityand-compliance.html). AFD refers to Prohibited Practices as ‘Prohibited Practices’ as defined in AFD Group’ policy to Prevent and Combat Prohibited Practices (https://www.afd.fr/en/ressources/afd-groups-policy-prevent-and-combat-prohibited-practices-2020).

At any time following the submission of our tender, we shall grant, and shall cause our JVCA partners, as well as our directors, employees, agents, subcontractors, sub-consultants, service providers, suppliers and any other third parties engaged or involved for any part of the Procurement Process or Contract to permit the Banks and/or persons appointed by any of them, the right to inspect and copy all accounts, books, records and other documents (on any media or in any format) relating to the Procurement Process and execution of the Contract and have any such accounts, books, records, and documents audited by the Banks and by auditors appointed by any of the Banks. We accept to preserve all these records generally in accordance with applicable law but in any case for at least six years from the date of tender submission and, in the event we are awarded the Contract, at least six years from the date of substantial performance of the Contract.

We acknowledge that we will be ineligible to be awarded an EBRD-financed contract or for EBRD funding if we are included on EBRD’s lists of persons or entities ineligible to become an EBRD counterparty (as such lists may be found on EBRD’s website) or we are subject to UN Sanctions. We furthermore acknowledge that if we are subject to EU Sanctions, UN Sanctions, or French Sanctions, we will not be eligible to be awarded a contract to be financed by the AFD.

Name:
In the capacity of:
Signed:
Duly authorised to sign for and on behalf of:
Date:

Note: The original of this Covenant must be kept by the Client and made available upon request from the EBRD and/or AFD.

Schedule 8

NON-EXHAUSTIVE LIST OF ENVIRONMENTAL AND SOCIAL DOCUMENTS WHICH THE BORROWER PERMITS TO BE DISCLOSED IN CONNECTION WITH ES COMPLAINTS-MANAGEMENT MECHANISM’S RULES OF PROCEDURE

- Environmental Impact Assessments (EIA)

- Environmental and Social Action Plans (ESAP)

- Environmental and Social Management Frameworks (ESMF)

- Land Aquisition and Resettlement Frameworks (LARF)

- Stakeholder Engagement Plans (SEP)

- Non Technical Executive Summaries (NTES)

Schedule 9

BIODIVERSITY DATA SHARING

Nature of the data

The biodiversity data covered by the Biodiversity Data Sharing clause of this Agreement are the flora and fauna observation data collected as part of naturalist field inventories dedicated to the Project. These data may result from visual sightings, auditory observations, recordings or even specimen collections.

Each published item of data shall, at the least, include information pertaining to: the type of observation, the taxon’s scientific name, the date and location of observation.

Unless the data may be deemed sensitive, observations shall be published using the same location accuracy as that collected in the field.

Data that may be deemed sensitive are, in particular, observations of native fauna and flora whose survival within the local population is threatened due to the intentional removal or destruction of specimens. The data provider shall deliberately downgrade the accuracy of location details for so-called sensitive species. The extent of the downgrading of location details shall be adapted to the species’ sensitivity so as to prevent any risk of further pressure on the populations of those species concerned.

Procedures for data sharing

The Project’s biodiversity data shall be published using the GBIF’s framework www.gbif.org.

Information about the Project in relation with which the data was collected shall be provided in addition to the mandatory metadata required by the GBIF. A short description of the Project followed by the names of the contractors and funders, including the AFD, shall be included.

As to the conditions regarding data use, the data provider must opt for one of the two least restrictive rights levels, that is: the Public Domain (CC0) Licence or the Creative Commons Attribution (CC-BY) Licence.

In addition to this appendix, the Contractor and its co-contractors may rely on the Practical Recommendations Guide for the Publication of Biodiversity Data published by the AFD, which can be downloaded at: https://www.afd.fr/en/ressources/data4nature-practical-recommendations-guide-publishing-primary-biodiversity-data.