Common use of CANCELLATION Clause in Contracts

CANCELLATION. (a) If an Accepted Tranche which is a Fixed Rate Tranche (the "Cancelled Tranche") is cancelled: (i) by the Borrower pursuant to Article 1.6.A; or (ii) by the Bank upon an Indemnifiable Prepayment Event or an event or circumstance which would (with the passage of time or the giving of notice or the making of any determination under this Contract or any combination of the foregoing) constitute an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B, the Borrower shall pay to the Bank an indemnity on such Cancelled Tranche. (b) Such indemnity shall be: (i) calculated assuming that the Cancelled Tranche had been disbursed and repaid on the same Scheduled Disbursement Date or, to the extent the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice; and (ii) in the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of cancellation) of the excess, if any, of: (1) the interest that would accrue thereafter on the Cancelled Tranche over the period from the date of cancellation pursuant to this Article 1.6.C(2), to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not cancelled; over (2) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.19% (nineteen basis) points. The said present value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date of the applicable Tranche. (c) If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3.

CANCELLATION. (a) If an Accepted Tranche which is a Fixed Rate Tranche (the "Cancelled Tranche") is cancelled: (i) by the Borrower pursuant to Article 1.6.A; or (ii) by the Bank upon an Indemnifiable Prepayment Event or an event or circumstance which would (with the passage of time or the giving of notice or the making of any determination under this Contract or any combination of the foregoing) constitute an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B, the Borrower shall pay to the Bank an indemnity on such Cancelled Tranche. (b) Such indemnity shall be: (i) calculated assuming that the Cancelled Tranche had been disbursed and repaid on the same Scheduled Disbursement Date or, to the extent the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice; and (ii) in the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of cancellation) of the excess, if any, of: (1) the interest that would accrue thereafter on the Cancelled Tranche over the period from the date of cancellation pursuant to this Article 1.6.C(2), to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not cancelled; over (2) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.19% (nineteen basis) points. The said present value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date of the applicable Tranche. (c) If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3. 1.7 Cancellation after expiry of the Credit 1.8 Sums due under Article 1.5 and 1.6 (a) in EUR; and (b) within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand.

CANCELLATION. (a) If an Accepted Tranche which is a Fixed Rate Tranche (the "Cancelled Tranche") is cancelled: (i) by the Borrower pursuant to Article 1.6.A; or (ii) by the Bank upon an Indemnifiable Prepayment Event or an event or circumstance which would (with the passage of time or the giving of notice or the making of any determination under this Contract or any combination of the foregoing) constitute an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B, the Borrower shall pay to the Bank an indemnity on such Cancelled Tranche. (b) Such indemnity shall be: (i) calculated assuming that the Cancelled Tranche had been disbursed and repaid on the same Scheduled Disbursement Date or, to the extent the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice; and (ii) in the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of cancellation) of the excess, if any, of: (1) the interest that would accrue thereafter on the Cancelled Tranche over the period from the date of cancellation pursuant to this Article 1.6.C(2), to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not cancelled; over (2) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.19% (nineteen basis) points. The said present value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date of the applicable Tranche. (c) If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3. 1.7 Cancellation after expiry of the Credit 1.8 Sums due under Article 1.5 and 1.6 (a) in EUR; and (b) within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand. ARTICLE 2 The Loan 2.1 Amount of Loan

CANCELLATION. (a) If an Accepted Tranche which is a Fixed Rate Tranche (the "Cancelled Tranche") is cancelled: (i) : by the Borrower pursuant to Article 1.6.A; or (ii) by the Bank upon an Indemnifiable Prepayment Event or an event or circumstance which would (with the passage of time or the giving of notice or the making of any determination under this Contract or any combination of the foregoing) constitute an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B1.5.B or Article 1.6.B(a)(iv), the Borrower shall pay to the Bank an indemnity on such Cancelled Tranche. (b) Such indemnity the Prepayment Indemnity. The Prepayment Indemnity shall be: (i) be calculated assuming that as if the Cancelled Tranche cancelled amount had been disbursed and repaid on the same Scheduled Disbursement Date or, to the extent that the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice; and (ii) in the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of cancellation) of the excess, if any, of: (1) the interest that would accrue thereafter on the Cancelled Tranche over the period from the date of cancellation pursuant to this Article 1.6.C(2), to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not cancelled; over (2) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.19% (nineteen basis) points. The said present value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date of the applicable Tranche. (c) If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3.. Save in the cases (a) or (b) above, no indemnity is payable upon cancellation of a Tranche. On the day following the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, any part of the Credit in respect of which no Disbursement Acceptance has been received in accordance with Article 1.2.C shall be automatically cancelled, without any notice being served by the Bank to the Borrower and without liability arising on the part of either party. Sums due under Article 1.5 and 1.6 Sums due under Articles 1.5 and 1.6 shall be payable in EUR. Sums due under Articles 1.5 and 1.6 shall be payable within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand. 1.9A Allocation Requests Between the date of this Contract and 3 (three) months prior to the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, the Borrower shall procure that the Promoter shall submit for approval of the Bank one or more allocation requests (each an ‘‘Allocation Request’’) in line with the progress of disbursements. If the Promoter has not delivered by 3 (three) months prior to the Final Availability Date an Allocation Request, the Bank may cancel the Credit. For each scheme to be allocated, the Promoter will send ex-ante a completed allocation request, in accordance with the Project Fiche under Schedule F and subject to the Bank’s approval. The allocation request will be accompanied by additional project documents as specified in A.1 of Schedule A and Schedule F; 1.9B Allocation Following such examination of a project as the Bank deems necessary, the Bank shall, at its discretion, either approve or decline the relevant Allocation Request and advise the Promoter of its decision. In the event of approval the Bank shall issue to the Promoter a letter (hereinafter a ‘‘Letter of Allocation’’). The Bank reserves the right to review the allocation procedures in view of the development of the Project. 1.9C Re-allocation If the Promoter would like to reallocate any scheme already included in an allocation, they shall provide the Bank with appropriate information about the new schemes, in accordance with the format and instructions given above, subject to the Bank’s due diligence and approval. If the Promoter does not request a re-allocation the Borrower shall prepay the Loan in accordance with Article 4.2B. 1.9D EIB Allocation Report

CANCELLATION. (a) If an Accepted Tranche which is a Fixed Rate Tranche (the "Cancelled Tranche") is cancelled: (i) : by the Borrower pursuant to Article 1.6.A; or (ii) by the Bank upon an Indemnifiable Prepayment Event or an event or circumstance which would (with the passage of time or the giving of notice or the making of any determination under this Contract or any combination of the foregoing) constitute an Indemnifiable Prepayment Event or upon the occurrence of a Material Adverse Change or pursuant to Article 1.5.B, the Borrower shall pay to the Bank an indemnity on such Cancelled Tranche. (b) . Such indemnity shall be: (i) : calculated assuming that the Cancelled Tranche had been disbursed and repaid on the same Scheduled Disbursement Date or, to the extent the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice; and (ii) in the amount communicated by the Bank to the Borrower as the present value (calculated as of the date of cancellation) of the excess, if any, of: (1) : the interest that would accrue thereafter on the Cancelled Tranche over the period from the date of cancellation pursuant to this Article 1.6.C(2), to the Interest Revision/Conversion Date, if any, or the Maturity Date, if it were not cancelled; over (2) the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.19% (nineteen basis) points. The said present value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date of the applicable Tranche. (c) . If the Bank cancels an Accepted Tranche upon the occurrence of an Event of Default, the Borrower shall indemnify the Bank in accordance with Article 10.3. On the day following the Final Availability Date, unless otherwise specifically notified in writing by the Bank to the Borrower, any part of the Credit in respect of which no Disbursement Acceptance has been received in accordance with Article 1.2.C shall be automatically cancelled, without any further notice from the Bank to the Borrower and without any liability arising on the part of either Party. Sums due under Articles 1.5 and 1.6 shall be payable: in EUR; and within 15 (fifteen) days of the Borrower’s receipt of the Bank’s demand or within any longer period specified in the Bank’s demand. 1.9A Allocation Requests Between the Effectiveness Date of this Contract and the Allocation Date (as defined in the Technical Side Letter), and unless otherwise specifically agreed to in writing by the Bank, the Borrower shall procure that the Promoter shall submit for approval of the Bank one or more allocation requests (each an "Allocation Request") in line with the progress of disbursements. The Loan may solely be allocated to schemes identified as eligible for financing in the Technical Description. In order for a scheme to qualify for financing hereunder, the Promoter must comply with the allocation procedure modulated according to scheme size in line with applicable framework loan procedures, as set out in this Article 1.9 and in Annex I of the Technical Side Letter (the "Allocation Procedure"). The Promoter shall verify compliance with the relevant and applicable rules of EU and legislation of the Republic of Serbia, in particular in the fields of environment, social, state aid, public procurement and energy efficiency at the time of requesting scheme allocation. 1.9B Allocation Following such examination of a scheme as the Bank deems necessary, the Bank shall, at its discretion, either approve or decline the relevant Allocation Request and advise the Promoter of its decision. In the event of approval the Bank shall issue to the Promoter a letter (a "Letter of Allocation") specifying the portion of the Credit (an "Allocation") allocated to the eligible scheme in question. The Bank reserves the right to review the allocation procedures in view of the development of the Project. 1.9C Re-allocation If the Promoter would like to reallocate any scheme already included in an allocation, they shall provide the Bank with appropriate information about the new schemes, in accordance with the format and instructions given above, subject to the Bank’s due diligence and approval. If the Promoter does not request a re-allocation the Borrower shall prepay the Loan in accordance with Article 4.2.B. 1.9D EIB Allocation Report The Borrower shall procure that the Promoter shall establish and maintain an internal reporting system for the monitoring of the Allocations (the “EIB Allocation Report”). The Borrower shall procure that the Promoter shall provide the Bank with the EIB Allocation Report including information on all Projects to which allocations have been made under this Contract at the Bank’s request. The Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit, as confirmed by the Bank pursuant to Article 2.3. The Borrower shall pay interest, principal and other charges payable in respect of each Tranche in the currency in which such Tranche was disbursed. Other payments, if any, shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment. The Bank shall deliver to the Borrower the amortisation table referred to in Article 4.1, if any, showing the Disbursement Date, the currency, the amount disbursed, the repayment terms and the interest rate for each Tranche, not later than 10 (ten) calendar days after the Scheduled Disbursement Date for such Tranche. The Borrower shall pay interest on the outstanding balance of each Fixed Rate Tranche at the Fixed Rate quarterly, semi-annually or annually in arrear on the relevant Payment Dates as specified in the Disbursement Offer, commencing on the first such Payment Date following the Disbursement Date of the Tranche. If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date. Interest shall be calculated on the basis of Article 5.1 (a). The Borrower shall pay interest on the outstanding balance of each Floating Rate Tranche at the Floating Rate quarterly or semi-annually in arrear on the relevant Payment Dates, as specified in the Disbursement Offer commencing on the first such Payment Date following the Disbursement Date of the Tranche. If the period from the Disbursement Date to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date. The Bank shall notify the Borrower of the Floating Rate within 10 (ten) days following the commencement of each Floating Rate Reference Period. If pursuant to Articles 1.5 and 1.6 disbursement of any Floating Rate Tranche takes place after the Scheduled Disbursement Date EURIBOR applicable to the first Floating Rate Reference Period shall be determined, in accordance with Schedule B, for the Floating Rate Reference Period commencing on the Disbursement Date and not on the Scheduled Disbursement Date. Interest shall be calculated in respect of each Floating Rate Reference Period on the basis of Article 5.1.(b). Where the Borrower exercises an option to revise or convert the interest rate basis of a Tranche, it shall, from the effective Interest Revision/Conversion Date (in accordance with the procedure set out in Schedule D) pay interest at a rate determined in accordance with the provisions of Schedule D. Without prejudice to Article 10 and by way of exception to Article 3.1, if the Borrower fails to pay any amount payable by it under this Contract on its due date, interest shall accrue on any overdue amount payable under the terms of this Contract from the due date to the date of actual payment at an annual rate equal to: for overdue sums related to Floating Rate Tranches, the applicable Floating Rate plus 2% (200 basis points); for overdue sums related to Fixed Rate Tranches, the higher of the applicable Fixed Rate plus 2% (200 basis points); and EURIBOR plus 2% (200 basis points); or for overdue sums other than under (a) or (b) above, EURIBOR plus 2% (200 basis points), and shall be payable in accordance with the demand of the Bank. For the purpose of determining the EURIBOR in relation to this Article 3.2, the relevant periods within the meaning of Schedule B shall be successive periods of 1 (one) month commencing on the due date. Any unpaid but due interest may be capitalised in conformity with article 1154 of the Luxembourg Civil Code. For the avoidance of doubt, capitalisation of interest shall occur only for interest due but unpaid for a period of more than one year. The Borrower hereby agrees in advance to have the unpaid interest due for a period of more than one year compounded and that as of the capitalisation, such unpaid interest will in turn produce interest at the interest rate set out in this Article 3.2. If the overdue sum is in a currency other than the currency of the Loan, the following rate per annum shall apply, namely the relevant interbank rate that is generally retained by the Bank for transactions in that currency plus 2% (200 basis points), calculated in accordance with the market practice for such rate.