Common use of Disbursement procedure Clause in Contracts

Disbursement procedure. The disbursement of each Tranche is determined through the following procedure: (a) Disbursement Request Prior to each disbursement and upon prior consultation with CEB, the Borrower shall submit to the CEB a disbursement request substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request shall specify the proposed: (i) Currency(ies) and amount(s) for the Tranche; (ii) Disbursement Date; such Disbursement Date shall be a Business Day falling at least five (5) Business Days after the date of the Disbursement Request; (iii) Principal Repayment Date(s), including the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) years; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; (v) Interest Period and Interest Payment Dates; (vi) Day Count Convention and Business Days; and (vii) Xxxxxxxx’x account for payments. Each Disbursement Request delivered to the CEB shall be irrevocable, unless otherwise agreed in writing by the CEB. (b) Disbursement Notice If the CEB receives a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled by the Borrower, the CEB shall deliver to the Borrower a disbursement notice substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date. A Disbursement Notice shall specify: (i) the Currency(ies) and the amount(s) for the Tranche;

Disbursement procedure. The disbursement of each Tranche is determined through the following procedure:1.2.A Tranches 1.2.B Disbursement Request (a) The Borrower may present to the Bank a Disbursement Request Prior for the disbursement of a Tranche, such Disbursement Request to each disbursement and upon prior consultation with CEB, be received at the Borrower latest 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall submit to the CEB a disbursement request substantially be in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request in Schedule C.1 and shall specify the proposedspecify: (i) Currency(ies) the amount and amount(s) for currency of the Tranche; (ii) Disbursement Datethe preferred disbursement date for the Tranche; such Disbursement Date shall preferred disbursement date must be a Relevant Business Day falling at least five 15 (5fifteen) Business Days days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that notwithstanding the Final Availability Date the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request; (iii) Principal Repayment Date(s)whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, including each pursuant to the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) yearsrelevant provisions of Article 3.1; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.1; (v) Interest Period and Interest Payment Dates; the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.1; (vi) Day Count Convention the preferred first and Business Dayslast dates for repayment of principal for the Tranche; (vii) the Borrower’s choice of Interest Revision/Conversion Date, if any, for the Tranche; and (viiviii) Xxxxxxxx’x the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account for payments. Each Disbursement Request delivered to which disbursement of the CEB shall Tranche should be irrevocable, unless otherwise agreed made in writing by the CEB.accordance with Article 1.2.D. (b) Disbursement Notice If the CEB receives Bank, following a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled request by the Borrower, has provided the CEB shall deliver Borrower, before the submission of the Disbursement Request, with a non-binding fixed interest rate or spread quotation to be applicable to the Tranche, the Borrower a disbursement notice substantially may also at its discretion specify in the form set out under Appendix 3 hereto (hereinafterDisbursement Request such quotation, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date. A Disbursement Notice shall specify: that is to say: (i) in the Currency(iescase of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or (ii) and in the amount(s) for case of a Floating Rate Tranche, the Tranche;aforementioned spread previously quoted by the Bank, applicable to the Tranche until the Maturity Date or until the Interest Revision/Conversion Date, if any.

Disbursement procedure. 1.2.A Tranches The disbursement Bank shall disburse the Credit in up to 5 (five) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of EUR 10,000,000 (ten million euros). The amount of the first Tranche is determined through the following procedure:shall be a minimum of EUR 5,000,000 (five million euros). 1.2.B Disbursement Request (a) The Borrower may present to the Bank a Disbursement Request Prior for the disbursement of a Tranche, such Disbursement Request to each disbursement and upon prior consultation with CEB, be received at the Borrower latest 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall submit to the CEB a disbursement request substantially be in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request in Schedule C.1 and shall specify the proposedspecify: (i) Currency(ies) and amount(s) for the amount of the Tranche; (ii) Disbursement Datethe preferred disbursement date for the Tranche; such Disbursement Date shall preferred disbursement date must be a Relevant Business Day falling at least five 15 (5fifteen) Business Days days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that notwithstanding the Final Availability Date the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request; (iii) Principal Repayment Date(s)whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, including each pursuant to the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) yearsrelevant provisions of Article 3.1; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.1; (v) Interest Period and Interest Payment Dates; the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.1; (vi) Day Count Convention the preferred first and Business Dayslast dates for repayment of principal for the Tranche; (vii) the Borrower’s choice of Interest Revision/Conversion Date, if any, for the Tranche; and (viiviii) Xxxxxxxx’x the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account for payments. Each Disbursement Request delivered to which disbursement of the CEB shall Tranche should be irrevocable, unless otherwise agreed made in writing by the CEB.accordance with Article 1.2.D. (b) Disbursement Notice If the CEB receives Bank, following a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled request by the Borrower, has provided the CEB shall deliver Borrower, before the submission of the Disbursement Request, with a non binding fixed interest rate or spread quotation to be applicable to the Tranche, the Borrower a disbursement notice substantially may also at its discretion specify in the form set out under Appendix 3 hereto (hereinafterDisbursement Request such quotation, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date. A Disbursement Notice shall specify: that is to say: (i) in the Currency(iescase of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or (ii) in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the Bank, applicable to the Tranche until the Maturity Date or until the Interest Revision/Conversion Date, if any. (c) Each Disbursement Request shall be accompanied by evidence of the authority of the person or persons authorised to sign it and the amount(s) for specimen signature of such person or persons or a declaration by the Tranche;Borrower that no change has occurred in relation to the authority of the person or persons authorised to sign Disbursement Requests under this Contract.

Disbursement procedure. Tranches The Bank shall disburse the Credit in up to 10 (ten) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of the equivalent to EUR 2,000,000 (two million euros). Disbursement Request The Borrower may present to the Bank a Disbursement Request for the disbursement of each Tranche is determined through the following procedure: (a) a Tranche, such Disbursement Request Prior to each disbursement and upon prior consultation with CEB, be received at the Borrower latest 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall submit to the CEB a disbursement request substantially be in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request in Schedule C.A.1 and shall specify specify: the proposed: (i) Currency(ies) amount and amount(s) currency of the Tranche; the preferred disbursement date for the Tranche; (ii) Disbursement Date; such Disbursement Date shall preferred disbursement date must be a Relevant Business Day falling at least five 15 (5fifteen) Business Days days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that notwithstanding the Final Availability Date the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request; ; whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, each pursuant to the relevant provisions of Article 3.1; the preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.1; the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.1; the preferred first and last dates for repayment of principal for the Tranche; the Borrower’s choice of Interest Revision/Conversion Date, if any, for the Tranche; and the IBAN code (iiior appropriate format in line with local banking practice) Principal Repayment Date(s)and SWIFT BIC of the bank account to which disbursement of the Tranche should be made in accordance with Article 1.2.D. If the Bank, including following a request by the Borrower, has provided the Borrower, before the submission of the Disbursement Request, with a non-binding fixed interest rate or spread quotation to be applicable to the Tranche, the Borrower may also at its discretion specify in the Disbursement Request such quotation, that is to say: in the case of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the Bank, applicable to the Tranche until the Maturity Date or until the Interest Revision/Conversion Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) years; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; (v) Interest Period and Interest Payment Dates; (vi) Day Count Convention and Business Days; and (vii) Xxxxxxxx’x account for paymentsif any. Each Disbursement Request delivered shall be accompanied by evidence of the authority of the person or persons authorised to sign it and the specimen signature of such person or persons or a declaration by the Borrower that no change has occurred in relation to the CEB shall be authority of the person or persons authorised to sign Disbursement Requests under this Contract. Subject to Article 1.2.C(hh), each Disbursement Request is irrevocable, unless otherwise agreed in writing by the CEB. (b) . Disbursement Notice If Not less than 10 (ten) days before the CEB receives proposed Scheduled Disbursement Date of a Disbursement Request that complies with Tranche the Bank shall, if the Disbursement Request requirements set out in Sub-clause 4.3(a) aboveconforms to this Article 1.2, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled by the Borrower, the CEB shall deliver to the Borrower a disbursement notice substantially Disbursement Notice which shall specify: the currency, amount and EUR equivalent of the Tranche; the Scheduled Disbursement Date; the interest rate basis for the Tranche, being: (1) a Fixed Rate Tranche; or (2) a Floating Rate Tranche all pursuant to the relevant provisions of Article 3.1; the first interest Payment Date and the periodicity for the payment of interest for the Tranche; the terms for repayment of principal for the Tranche; the first and last dates for repayment of principal for the Tranche; the applicable Payment Dates for the Tranche; the Interest Revision/Conversion Date, if requested by the Borrower, for the Tranche; and for a Fixed Rate Tranche the Fixed Rate and for a Floating Rate Tranche the Spread applicable to the Tranche until the Interest Revision/Conversion Date, if any or until the Maturity Date. If one or more of the elements specified in the form set out under Appendix 3 hereto (hereinafterDisbursement Notice does not reflect the corresponding element, a “if any, in the Disbursement Notice”). Each Request, the Borrower may following receipt of the Disbursement Notice revoke the Disbursement Request by written notice to the Bank to be received no later than 12h00 Luxembourg time on the next Business Day and thereupon the Disbursement Request and the Disbursement Notice shall be delivered at least two of no effect. If the Borrower has not revoked in writing the Disbursement Request within such period, the Borrower will be deemed to have accepted all elements specified in the Disbursement Notice. If the Borrower has presented to the Bank a Disbursement Request in which the Borrower has not specified the fixed interest rate or spread as set out in Article 1.2.B(dd), the Borrower will be deemed to have agreed in advance to the Fixed Rate or Spread as subsequently specified in the Disbursement Notice. Disbursement Account Disbursement shall be made to such account of the Borrower as the Borrower shall notify in writing to the Bank not later than 15 (2fifteen) days before the Scheduled Disbursement Date (with IBAN code or with the appropriate format in line with local banking practice). Only one account may be specified for each Tranche. Currency of disbursement Subject to availability, disbursement of each Tranche shall be made in EUR or any other currency that is widely traded on the principal foreign exchange markets. For the calculation of the sums available to be disbursed in currencies other than EUR, and to determine their equivalent in EUR, the Bank shall apply the rate published by the European Central Bank in Frankfurt, available on or shortly before submission of the Disbursement Notice as the Bank shall decide. Conditions of disbursement First Tranche The disbursement of the first Tranche under Article 1.2 is conditional upon receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 7 (seven) Business Days before the Scheduled Disbursement Date, of the following documents or evidence: evidence satisfactory to the Bank that the execution of this Contract by the Borrower has been duly authorised and that the person or persons signing the Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; a legal opinion issued by the Minister of Justice of the Borrower on the due execution of this Contract by the Borrower; evidence that tenders related to the components of the projects to be financed by the Bank comply with the Bank’s Guide to Procurement; the relevant procurement documentation has to be satisfactory to the Bank; evidence that, for the two sub-projects in Belgrade, Buildings B, and Building D, the procurement plans has been submitted for approval to the Bank as set out in the Technical Description which shall include (1) procurement plan (2) work plan and (3) budget; evidence that all exchange control consents specified by the Bank or indicated in the legal opinion given under paragraph (b) above as being necessary have been obtained to permit the Borrower to receive disbursements as provided in this Contract, to repay the Loan and to pay interest and all other amounts due hereunder. All Tranches The disbursement of each Tranche under Article 1.2, including the first, is subject to the following conditions: that the Bank has received, in form and substance satisfactory to it, on or before the date falling 7 (seven) Business Days before the Scheduled Disbursement Date for the proposed Tranche, of the following documents or evidence: a certificate from the Borrower in the form of Schedule C.A.2; evidence that the Borrower has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities required in connection with this Contract and the Project for the relevant Tranche; for disbursement related to Building B, confirmation by the Promoter that it has obtained, from the architects of the Building B, all necessary consents in connection to the refurbishment and/or re-construction of such building, including confirmation that no intellectual property are outstanding; evidence demonstrating that, following drawdown of the relevant Tranche, the aggregate amount of the Loan or Loans will not exceed the aggregate Qualifying Expenditure incurred or contractually committed by the Borrower in respect of the Project up to the date of the relevant Disbursement Request; evidence that the Borrower has established a Project Implementation Unit (“PIU”) and that it is adequately staffed and equipped with qualified and dedicated personnel to the satisfaction of the Bank as well as supported and advised by suitable technical assistance, under terms of reference approved by the Bank; a copy of any other authorisation or other document, opinion or assurance which the Bank has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, this Contract or the validity and enforceability of the same. that on the Disbursement Date for the proposed Tranche: the representations and warranties which are repeated pursuant to Article 6.7 are correct in all respects; and no event or circumstance which constitutes or would with the passage of time or giving of notice under this Contract constitute: an Event of Default; or a Prepayment Event; has occurred and is continuing unremedied or unwaived or would result from the disbursement of the proposed Tranche; and the Bank is satisfied with the works on previous phase(s) and that the Promoter has adequately accommodated any concerns raised by the Bank. Deferment of disbursement Grounds for deferment Upon the written request of the Borrower, the Bank shall defer the disbursement of any Notified Tranche in whole or in part to a date specified by the Borrower being a date falling not later than 6 (six) months from its Scheduled Disbursement Date and not later than 60 (sixty) days prior to the first repayment date of the Tranche indicated in the Disbursement Notice. In such case, the Borrower shall pay the Deferment Indemnity calculated on the amount of disbursement deferred. Any request for deferment shall have effect in respect of a Tranche only if it is made at least 7 (seven) Business Days before its Scheduled Disbursement Date. A If for a Notified Tranche any of the conditions referred to in Article 1.4 is not fulfilled as at the specified date and at the Scheduled Disbursement Notice shall specify: Date (i) or the Currency(ies) date expected for disbursement in case of a previous deferment), disbursement will be deferred to a date agreed between the Bank and the amount(sBorrower falling not earlier than 7 (seven) Business Days following the fulfilment of all conditions of disbursement (without prejudice to the right of the Bank to suspend and/or cancel the undisbursed portion of the Credit in whole or in part pursuant to Article 1.6.B). In such case, the Borrower shall pay the Deferment Indemnity calculated on the amount of disbursement deferred. Cancellation of a disbursement deferred by 6 (six) months The Bank may, by notice in writing to the Borrower, cancel a disbursement which has been deferred under Article 1.5.A by more than 6 (six) months in aggregate. The cancelled amount shall remain available for the Tranche;disbursement under Article 1.2.

Disbursement procedure. Tranches The disbursement Bank shall disburse the Credit in up to 10 (ten) Tranches. Except for the first Tranche, the amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of EUR 10,000,000 (ten million euros). The amount of the first Tranche is determined through the following procedure: shall be a minimum of 5,000,000 (a) five million euros). Disbursement Request Prior to each disbursement and upon prior consultation with CEB, Offer Upon request by the Borrower shall submit to the CEB a disbursement request substantially in the form set out under Appendix 3 hereto (hereinafterwhich, a “Disbursement Request”). A Disbursement Request among others, shall specify the proposed: (iComponent(s) Currency(ies) to be financed with the proposed disbursement), provided that no event mentioned in Article 1.6.B has occurred and amount(s) is continuing, the Bank shall send to the Borrower a Disbursement Offer for the disbursement of a Tranche; . The latest time for receipt by the Borrower of a Disbursement Offer is 10 (iiten) days before the Final Availability Date. The Disbursement Offer shall specify: the currency and amount of the Tranche; the Scheduled Disbursement Date; such Disbursement Date , which shall be a Relevant Business Day Day, falling at least five 10 (5ten) Business Days days after the date of the Disbursement Request; Offer and on or before the Final Availability Date; the interest rate basis of the Tranche, being: (iiii) Principal Repayment Date(s)a Fixed Rate Tranche; or (ii) a Floating Rate Tranche, including in each case, pursuant to the Maturity relevant provisions of Article 3.1; the interest payment periodicity for the Tranche, in accordance with the provisions of Article 3.1; the first Payment Date for the Tranche; the terms for repayment of principal for the Tranche, in accordance with the provisions of Article 4.1; the first and last repayment dates of principal for the Tranche; the Interest Revision/Conversion Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) years; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; (v) Interest Period and Interest Payment Dates; (vi) Day Count Convention and Business Days; and (vii) Xxxxxxxx’x account for payments. Each Disbursement Request delivered to the CEB shall be irrevocable, unless otherwise agreed in writing by the CEB. (b) Disbursement Notice If the CEB receives a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled requested by the Borrower, for the CEB Tranche; for a Fixed Rate Tranche, the Fixed Rate and for a Floating Rate Tranche the Spread, applicable until the Interest Revision/Conversion Date (if any) or until the Maturity Date; and the Disbursement Acceptance Deadline. Disbursement Acceptance The Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline. The Disbursement Acceptance shall deliver be accompanied: by the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account to which disbursement of the Tranche should be made in accordance with Article 1.2.D; and by evidence of the authority of the person or persons authorised to sign the Disbursement Acceptance and the specimen signature of such person or persons or a declaration by the Borrower that no change has occurred in relation to the authority of the person or persons authorised to sign Disbursement Acceptances under this Contract. If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, the Bank shall make the Accepted Tranche available to the Borrower a disbursement notice substantially in accordance with the form set out under Appendix 3 hereto relevant Disbursement Offer and subject to the terms and conditions of this Contract. The Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline. Disbursement Account Disbursement shall be made to such account of the Borrower as the Borrower shall notify in writing to the Bank not later than 10 (hereinafter, a “ten) days before the Scheduled Disbursement Notice”Date (with IBAN code or with the appropriate format in line with local banking practice). Each Disbursement Notice Only one account may be specified for each Tranche. The Bank shall be delivered at least two disburse each Tranche in EUR. First Tranche The disbursement of the first Tranche under Article 1.2 is conditional upon receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 5 (2five) Business Days before the proposed Scheduled Disbursement Date. A Disbursement Notice shall specify, of the following documents or evidence: evidence that the execution of this Contract by the Borrower has been duly authorised and that the person or persons signing this Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; evidence that the Borrower has obtained all necessary Authorisations required in connection with this Contract; a favourable legal opinion issued in English language by the Minister of Justice of the Borrower confirming, inter alia, (i) the Currency(iesauthority of persons signing this Contract on behalf of the Borrower; and (ii) this Contract has been duly executed by the Borrower and constitutes valid, binding and enforceable obligations of the Borrower according with its terms; (iii) the valid choice of laws of the Grand Duchy of Luxembourg law and The Court of Justice of the European Union under this Contract, and (v) the recognition and enforcement of judgments of The Court of Justice of the European Union in any proceedings taken in the Republic of Serbia in relation to this Contract; duly executed Project Implementation Agreement; evidence that the execution of the Project Implementation Agreement by the Promoter and the amount(sFinal Beneficiary has been duly authorised and that the persons signing the Project Implementation Agreement on behalf of the Promoter and the Final Beneficiary are duly authorised to do so together with the specimen signature of each such persons; evidence that all exchange control consents specified by the Bank or indicated in the legal opinion given under paragraph (iii) above as being necessary have been obtained to permit the Borrower to receive disbursements as provided in this Contract, to repay the Loan and to pay interest and all other amounts due hereunder; and the Borrower has taken all action necessary to exempt from taxation for all payments of principal, interest and other sums due hereunder and to permit the Tranche;payment of all such sums gross without deduction of tax at source shall have been taken, The disbursement of the first Tranche under Article 1.2 is subject to further the condition that the Bank being satisfied, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date, that the conditions set out in the article 3(b) of the Project Implementation Agreement have been provided and fulfilled.

Disbursement procedure. Tranches The disbursement Bank shall disburse the Credit in up to 17 (seventeen) Tranches. The amount of each Tranche shall be in a minimum amount of EUR 5,000,000.00 (five million euros) or (if less) the entire undrawn balance of the Credit. Disbursement Offer Upon request by the Borrower and subject to Article 1.4.A, provided that no event mentioned in Article 1.6.B has occurred and is determined through the following procedure: (a) Disbursement Request Prior to each disbursement and upon prior consultation with CEBcontinuing, the Borrower Bank shall submit send to the CEB Borrower within 5 (five) Business Days after the receipt of such request a disbursement request substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request shall specify the proposed: (i) Currency(ies) and amount(s) Offer for the disbursement of a Tranche; . The latest time for receipt by the Bank of such Xxxxxxxx’x request is 15 (iififteen) Business Days before the Final Availability Date. The Disbursement Offer shall specify: the amount of the Tranche in EUR; the Scheduled Disbursement Date; such Disbursement Date , which shall be a Relevant Business Day Day, falling at least five 10 (5ten) Business Days days after the date of the Disbursement Request; Offer and on or before the Final Availability Date; the interest rate basis of the Tranche, being: (iiii) Principal a Fixed Rate Tranche; or (ii) a Floating Rate Tranche, in each case, pursuant to the relevant provisions of Article 3.1; the Payment Dates and the first interest Payment Date for the Tranche; the terms for repayment of principal for the Tranche, in accordance with the provisions of Article 4.1; the Repayment Date(s)Dates and the first and the last Repayment Date for the Tranche; the Interest Revision/Conversion Date, including if requested by the Borrower, for the Tranche; for a Fixed Rate Tranche, the Fixed Rate and for a Floating Rate Tranche the Spread, applicable to the Tranche until the Interest Revision/Conversion Date, if any, or until the Maturity Date, taking into account that ; and the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including Disbursement Acceptance Deadline. Disbursement Acceptance The Borrower may accept a grace period not greater than five (5) years; (iv) maximum Fixed Interest Rate or maximum Spread Disbursement Offer by delivering a Disbursement Acceptance to the Reference Rate; (v) Interest Period Bank no later than the Disbursement Acceptance Deadline. The Disbursement Acceptance shall be signed by an Authorised Signatory with individual representation right or two or more Authorised Signatories with joint representation right and Interest Payment Dates; (vi) Day Count Convention and Business Days; and (vii) Xxxxxxxx’x account for payments. Each shall specify the Disbursement Request delivered Account to which the disbursement of the Tranche should be made in accordance with Article 1.2.D. If a Disbursement Offer is duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, the Bank shall make the Accepted Tranche available to the CEB Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract. The Borrower shall be irrevocable, unless otherwise agreed deemed to have refused any Disbursement Offer which has not been duly accepted in writing by the CEB. (b) Disbursement Notice If the CEB receives a Disbursement Request that complies accordance with its terms on or before the Disbursement Request requirements Acceptance Deadline. The Bank may rely on the information set out in Sub-clause 4.3(a) above, the most recent List of Authorised Signatories and if all other relevant Accounts provided to the Bank by the Borrower. If a Disbursement Conditions Acceptance is signed by a person defined as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled Authorised Signatory under the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower, the CEB Bank may assume that such person has the power to sign and deliver in the name and on behalf of the Borrower such Disbursement Acceptance. Disbursement Account Disbursement shall deliver be made to the Borrower a disbursement notice substantially Disbursement Account specified in the relevant Disbursement Acceptance provided that such Disbursement Account is acceptable to the Bank. Notwithstanding Article 5.2(e), the Borrower acknowledges that payments to a Disbursement Account notified by the Borrower shall constitute disbursements under this Contract as if they had been made to the Borrower's own bank account. Only one Disbursement Account may be specified for each Tranche. The Bank shall disburse each Tranche in EUR. Condition precedent to the first request for Disbursement Offer The Bank shall have received from the Borrower in form set out and substance satisfactory to the Bank: evidence that the execution of this Contract by the Borrower has been duly authorised and that the person or persons signing this Contract on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons; at least 2 (two) originals of this Contract duly executed by all Parties; and the List of Authorised Signatories and Accounts; prior to requesting a Disbursement Offer under Appendix 3 hereto (hereinafter, Article 1.2.B by the Borrower. Any request for a “Disbursement Notice”). Each Disbursement Notice Offer made by the Borrower without the above documents having been received by the Bank and to its satisfaction shall be delivered at least two deemed not made. First Tranche The disbursement of the first Tranche under Article 1.2, is conditional upon receipt by the Bank, in form and substance satisfactory to it, on or before the date falling 5 (2five) Business Days before the proposed Scheduled Disbursement Date (and, in the case of deferment under Article 1.5, the Requested Deferred Disbursement Date or the Agreed Deferred Disbursement Date. A Disbursement Notice shall specify, respectively), for the proposed Tranche, of the following documents or evidence: evidence that the Borrower has obtained all necessary Authorisations, required in connection with this Contract and the Project; a favourable legal opinion issued in English language by the Ministry of Justice of the Borrower confirming, inter alia, (i) the Currency(iesauthority of persons signing this Contract on behalf of the Borrower; (ii) that this Contract has been duly executed by the Borrower and constitutes valid, binding and enforceable obligations of the Borrower according with its terms; (iii) the valid choice of laws of the Grand Duchy of Luxembourg law and the amount(sCourt of Justice of the European Union under this Contract, and (iv) the recognition and enforcement of judgments of the Court of Justice of the European Union in any proceedings taken in the Republic of Serbia in relation to this Contract; the Borrower shall have taken all action necessary to exempt from taxation for all payments of principal, interest and other sums due hereunder and to permit the Tranche;payment of all such sums gross without deduction of tax at source shall have been taken; any necessary exchange control consents shall have been obtained to permit receipt of disbursements hereunder, repayment of the same and payment of interest and all other amounts due hereunder; such consents must extend to the opening and maintenance of the accounts to which disbursement of the Credit is directed; that the PIU is in place with staff, resources and competencies acceptable to the Bank; and that the Cooperation Agreement for consultancy services to support Road Safety Impact Assessment has been signed and consultants selected, hired and in place, to the satisfaction of the Bank. All Tranches The disbursement of each Tranche under Article 1.2, including the first, is subject to the following conditions:

Disbursement procedure. 1.2.A Tranches The disbursement Bank shall disburse the Credit in up to 5 (five) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of EUR 10,000,000 (ten million euros). The amount of the first Tranche is determined through the following procedure:shall be a minimum of EUR 5,000,000 (five million euros). 1.2.B Disbursement Request (a) The Borrower may present to the Bank a Disbursement Request Prior for the disbursement of a Tranche, such Disbursement Request to each disbursement and upon prior consultation with CEB, be received at the Borrower latest 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall submit to the CEB a disbursement request substantially be in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request in Schedule C.1 and shall specify the proposedspecify: (i) Currency(ies) and amount(s) for the amount of the Tranche; (ii) Disbursement Datethe preferred disbursement date for the Tranche; such Disbursement Date shall preferred disbursement date must be a Relevant Business Day falling at least five 15 (5fifteen) Business Days days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that notwithstanding the Final Availability Date the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request; (iii) Principal Repayment Date(s)whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, including each pursuant to the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) yearsrelevant provisions of Article 3.1; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.1; (v) Interest Period and Interest Payment Dates; the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.1; (vi) Day Count Convention the preferred first and Business Dayslast dates for repayment of principal for the Tranche; (vii) the Borrower’s choice of Interest Revision/Conversion Date, if any, for the Tranche; and (viiviii) Xxxxxxxx’x the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account for payments. Each Disbursement Request delivered to which disbursement of the CEB shall Tranche should be irrevocable, unless otherwise agreed made in writing by the CEB.accordance with Article 1.2.D. (b) Disbursement Notice If the CEB receives Bank, following a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled request by the Borrower, has provided the CEB shall deliver Borrower, before the submission of the Disbursement Request, with a non binding fixed interest rate or spread quotation to be applicable to the Tranche, the Borrower a disbursement notice substantially may also at its discretion specify in the form set out under Appendix 3 hereto (hereinafterDisbursement Request such quotation, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date. A Disbursement Notice shall specify: that is to say: (i) in the Currency(iescase of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or (ii) in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the Bank, applicable to the Tranche until the Maturity Date or until the Interest Revision/Conversion Date, if any. (c) Each Disbursement Request shall be accompanied by evidence of the authority of the person or persons authorised to sign it and the amount(sspecimen signature of such person or persons or a declaration by the Borrower that no change has occurred in relation to the authority of the person or persons authorised to sign Disbursement Requests under this Contract. (d) for the Tranche;Subject to Article 1.2.C(b), each Disbursement Request is irrevocable.

Disbursement procedure. The disbursement of each Tranche is determined through the following procedure: (a) Disbursement Request Prior to each disbursement and upon prior consultation with CEB, the Borrower shall submit to the CEB a disbursement request substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Request”). A Disbursement Request shall specify the proposed: (i) Currency(ies) and amount(s) for the Tranche; (ii) Disbursement Date; such Disbursement Date shall be a Business Day falling at least five (5) Business Days after the date of the Disbursement Request; (iii) Principal Repayment Date(s), including the Maturity Date, taking into account that the Principal Repayment Period for each Tranche shall not exceed twenty (20) years including a grace period not greater than five (5) years; (iv) maximum Fixed Interest Rate or maximum Spread to the Reference Rate; (v) Interest Period and Interest Payment Dates; (vi) Day Count Convention and Business Days; and (vii) Xxxxxxxx’x vii)Borrower’s account for payments. Each Disbursement Request delivered to the CEB shall be irrevocable, unless otherwise agreed in writing by the CEB. (b) Disbursement Notice If the CEB receives a Disbursement Request that complies with the Disbursement Request requirements set out in Sub-clause 4.3(a) above, and if all other relevant Disbursement Conditions as defined in Sub-clause 4.5 (Disbursement Conditions) below have been fulfilled by the Borrower, the CEB shall deliver to the Borrower a disbursement notice substantially in the form set out under Appendix 3 hereto (hereinafter, a “Disbursement Notice”). Each Disbursement Notice shall be delivered at least two (2) Business Days before the proposed Disbursement Date. A Disbursement Notice shall specify: (i) the Currency(ies) and the amount(s) for the Tranche;