Common use of ENTRY INTO FORCE Clause in Contracts

ENTRY INTO FORCE. 24 APPENDIX 3 31 APPENDIX 4 33 APPENDIX 5 ………………………………………………………………………………………………………………….33 COUNCIL OF EUROPE DEVELOPMENT BANK, international organisation with its headquarters at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇) (hereinafter, the “CEB” or the “Bank”), on the one hand, and The REPUBLIC OF SERBIA, (hereinafter, the “Borrower” and together with the CEB, the “Parties” and each a “Party”), on the other hand, (A) Having regard to the loan application submitted by the Republic of Serbia through its Ministry of Finance on 4 February 2021, approved by the CEB’s Administrative Council on 19 March 2021, (B) Having regard to the Third Protocol dated 6 March 1959 to the General Agreement on Privileges and Immunities of the Council of Europe dated 2 September 1949, (C) Having regard to the CEB’s Loan Regulations, as adopted by the CEB’s Administrative Council Resolution 1587 (2016) (hereinafter, the “Loan Regulations”), (D) Having regard to the CEB’s Loan and Project Financing Policy, as adopted by the CEB’sAdministrative Council Resolution 1617 (2020) (hereinafter, the “Loan Policy”), (E) Having regard to the CEB’s Environmental and Social Safeguards Policy, as adopted by the CEB’s Administrative Council Resolution 1588 (2016) (hereinafter, the “Environmental and Social Safeguards Policy”), (F) Having regard to the CEB’s Procurement Guidelines, as adopted by the CEB’s Administrative Council in September 2011 (hereinafter, the “Procurement Guidelines”), (G) Having regard to the CEB’s Regulation on a system for the protection of personal data at the CEB, as adopted by CEB’s Administrative Council in September 2011 (hereinafter, the “Personal Data Protection Regulation”), (H) Having regard to the CEB’s Anti-corruption Charter, as adopted by CEB’s Administrative Council in December 2020, and (I) Having regard to the CEB’s Policy on Non-compliant/Uncooperative Jurisdictions, as adopted by CEB’s Administrative Council Resolution 1608 (2019), 1.1 Definitions 1.2 Construction (a) this Agreement shall be construed as references to this Agreement as supplemented, amended or restated from time to time; (b) a Party or any other person includes its successors in title or permitted transferee; (c) Clauses", “Sub-clauses” and “Recitals” shall be construed as references to clauses, sub‑clauses and recitals respectively of this Agreement; and (d) words importing the singular shall include the plural and vice-versa. 1.3 Headings

ENTRY INTO FORCE. 24 26 APPENDIX 1 28 APPENDIX 2 32 APPENDIX 3 31 34 APPENDIX 4 33 36 APPENDIX 5 ………………………………………………………………………………………………………………….33 COUNCIL OF EUROPE DEVELOPMENT BANK, international organisation with its headquarters at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇) (hereinafter, the “CEB” or the “Bank”), on the one hand, and The REPUBLIC OF SERBIA, (hereinafter, the “Borrower” and together with the CEB, the “Parties” and each a “Party”), on the other hand,37 WHEREAS (A) Having regard to the loan application submitted by the Republic of Serbia through its Ministry of Finance on 4 14th February 20212023, approved by the CEB’s Administrative Council on 19 16th March 20212023, (B) Having regard to the Third Protocol dated 6 March 1959 to the General Agreement on Privileges and Immunities of the Council of Europe dated 2 September 1949, (C) Having regard to the CEB’s Loan Regulations, as adopted by the CEB’s Administrative Council Resolution 1587 (2016) (hereinafter, the “Loan Regulations”), (D) Having regard to the CEB’s Loan and Project Financing Policy, as adopted by the CEB’sAdministrative CEB’s Administrative Council Resolution 1617 1646 (20202022) (hereinafter, the “Loan Policy”), (E) Having regard to the CEB’s Environmental and Social Safeguards Policy, as adopted by the CEB’s Administrative Council Resolution 1588 (2016) (hereinafter, the “Environmental and Social Safeguards Policy”), (F) Having regard to the CEB’s Procurement Guidelines, as adopted by the CEB’s Administrative Council in September 2011 (hereinafter, the “Procurement Guidelines”), (G) Having regard to the CEB’s Regulation on a system for the protection of personal data at the CEBData Protection Regulation, as adopted by the CEB’s Administrative Council in September 2011 Resolution 1639 (2022) (hereinafter, the “Personal Data Protection Regulation”), (H) Having regard to the CEB’s Anti-corruption Corruption Charter, as adopted by the CEB’s Administrative Council in December 2020Resolution 1628 (2021), and (I) Having regard to the CEB’s Policy on Non-compliant/Uncooperative Jurisdictions, as adopted by the CEB’s Administrative Council Resolution 1608 1630 (20192021), 1.1 Definitions 1.2 Construction (a) this Agreement shall be construed as references to this Agreement as supplemented, amended or restated from time to time; (b) a Party or any other person includes its successors in title or permitted transferee; (c) Clauses", “Sub-clauses” and “Recitals” shall be construed as references to clauses, sub‑clauses and recitals respectively of this Agreement; and (d) words importing the singular shall include the plural and vice-versa. 1.3 Headings

ENTRY INTO FORCE. 24 APPENDIX 1 26 APPENDIX 2 29 APPENDIX 3 31 APPENDIX 4 33 APPENDIX 5 ………………………………………………………………………………………………………………….33 COUNCIL OF EUROPE DEVELOPMENT BANK, international organisation with its headquarters at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇) (hereinafter, the “CEB” or the “Bank”), on the one hand, and The REPUBLIC OF SERBIA, (hereinafter, the “Borrower” and together with the CEB, the “Parties” and each a “Party”), on the other hand,33 WHEREAS (A) Having regard to the loan application submitted by the Republic of Serbia through its Ministry of Finance on 4 February 2021, approved by the CEB’s Administrative Council on 19 March 2021, (B) Having regard to the Third Protocol dated 6 March 1959 to the General Agreement on Privileges and Immunities of the Council of Europe dated 2 September 1949, (C) Having regard to the CEB’s Loan Regulations, as adopted by the CEB’s Administrative Council Resolution 1587 (2016) (hereinafter, the “Loan Regulations”), (D) Having regard to the CEB’s Loan and Project Financing Policy, as adopted by the CEB’sAdministrative Council Resolution 1617 (2020) (hereinafter, the “Loan Policy”), (E) Having regard to the CEB’s Environmental and Social Safeguards Policy, as adopted by the CEB’s Administrative Council Resolution 1588 (2016) (hereinafter, the “Environmental and Social Safeguards Policy”), (F) Having regard to the CEB’s Procurement Guidelines, as adopted by the CEB’s Administrative Council in September 2011 (hereinafter, the “Procurement Guidelines”), (G) Having regard to the CEB’s Regulation on a system for the protection of personal data at the CEB, as adopted by CEB’s Administrative Council in September 2011 (hereinafter, the “Personal Data Protection Regulation”), (H) Having regard to the CEB’s Anti-corruption Charter, as adopted by CEB’s Administrative Council in December 2020, and (I) Having regard to the CEB’s Policy on Non-compliant/Uncooperative Jurisdictions, as adopted by CEB’s Administrative Council Resolution 1608 (2019), 1.1 DefinitionsDefinitions “Agreement” means this framework loan agreement, including its appendices. “Allocation” means the commitment of a Tranche by the Borrower to the eligible component parts of the Project/Sub-projects even if such Tranche has not yet been paid out under the Project. “Allocation Period” has the meaning specified under Sub-clause 5.2. “Business Day” means: “Certificate” has the meaning specified under Sub-clause 4.5 and the form stipulated under Appendix 4 hereto. “Closing Date” means the date specified under Appendix 1 hereto from which no further disbursements under the Loan may take place. Such date may be modified upon prior written consent of both Parties, by means of an exchange of letters. “Day Count Convention” means the convention for determining the number of days between two dates and the number of days in a year specified in the relevant Disbursement Notice. “Debt Instrument” means (i) any loan or other form of financial indebtedness; (ii) an instrument, including any receipt or statement of account, evidencing or constituting an obligation to repay a loan, deposit, advance or similar extension of credit (including without limitation any extension of credit under a refinancing or rescheduling agreement), (iii) a bond, note, debt security, debenture or similar written evidence of financial indebtedness; or (iv) an instrument evidencing a guarantee of an obligation constituting financial indebtedness of another. “Default Interest Rate” has the meaning specified under Sub-clause 4.9. “Disbursement Date” means the date on which a Tranche is scheduled to be disbursed pursuant to the applicable Disbursement Notice. “Disbursement Notice” has the meaning specified under Sub-clause 4.3(b). “Disbursement Request” has the meaning specified under Sub-clause 4.3(a). “Effective Date” means the date of entry into force of the Agreement resulting from Clause 20. “EU” means the European Union. “EURIBOR” means the percentage rate quoted by any financial news provider acceptable to the CEB at or about 11.00 a.m. Brussels time on the Interest Determination Date as the Euro wholesale funding rate administrated by the European Money Market Institute (or any other entity which takes over the administration of that rate) for the same period as the relevant Interest Period. “European Convention on Human Rights” means the Convention for the Protection of Human Rights and Fundamental Freedoms dated 4 November 1950, CETS No. 5, as amended from time to time. “European Social Charter” means the European Social Charter dated 3 May 1996, CETS No. 163, as amended from time to time. “Final Beneficiaries” are specified under Appendix 1 hereto as the group benefitting from the social effects of the Project. “Financial Covenants” has the meaning specified under Sub-clause 6.6. “Forecasted Expenditure” means the eligible costs planned to be incurred under the Project over the period of one (1) year. “Incurred Expenditure” means the eligible costs incurred by the Project Implementing Entity. “Interest Determination Date” means, for the purposes of determination of a Floating Interest Rate, the day falling two (2) Business Days prior to the first day of the Interest Period, unless otherwise specified in the relevant Disbursement Notice. “Interest Payment Dates” means the dates for the payment of interest corresponding to the relevant Interest Period specified in the applicable Disbursement Notice. “Interest Period” means the period commencing on an Interest Payment Date and ending on the day immediately prior to the following Interest Payment Date, provided that the first Interest Period applicable to each Tranche shall commence on the Disbursement Date and end on the day immediately prior to the next Interest Payment Date. “Loan” means the loan granted to the Borrower by the CEB by means of the Agreement. “Loan Amount” means the amount specified under Sub-clause 4.1. “Market Disruption Event” has the meaning specified under Sub-clause 4.10. “Material Adverse Change” means any event which, in CEB’s opinion, (i) materially impairs the Borrower’s ability to perform its financial obligations under the Agreement; (ii) adversely affects any Security provided by the Borrower or a third- party to secure the due performance of the Borrower’s financial obligations under the “Maturity Date” means the last Principal Repayment Date for each Tranche specified in the applicable Disbursement Notice. “Modified Following Business Day Convention” means a convention whereby if a specified date would fall on a day which is not a Business Day, such date would be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date would be the first preceding day that is a Business Day. “Principal Repayment Date(s)” means the date(s) for the repayment(s) of principal under each Tranche specified in the applicable Disbursement Notice. “Principal Repayment Period” means with respect of each Tranche the period running from its Disbursement Date to its Maturity Date. “Progress Report” has the meaning specified under Sub-clause 6.1(a). “Prohibited Practices” has the meaning specified under Sub-clause 5.8(c). “Project” means the eligible investment scheme(s) set forth under Appendix 1 hereto to be partially financed with the Loan approved by the CEB’s Administrative Council with reference LD 2079 (2021). “Reference Rate” means EURIBOR for a Floating Interest Rate Tranche denominated in Euro. “Sanctioned Persons” means any individual or entity listed in and/or otherwise subject to one or more Sanction Lists. “Security” means any agreement or arrangement creating a preferential rank, a preferential right of payment, a collateral or guarantee of any nature whatsoever which might confer enhanced rights upon third parties. “Spread” means, in connection with Floating Interest Rate Tranches, the fixed-spread to the Reference Rate (being either plus or minus) specified in basis points in the applicable Disbursement Notice. “Sub-project” means an eligible investment scheme to be financed under the Project as specified under Appendix 1 hereto. “Tranche” means an amount disbursed or to be disbursed under the Loan. 1.2 Construction (a) this Agreement shall be construed as references to this Agreement as supplemented, amended or restated from time to time; (b) a Party or any other person includes its successors in title or permitted transferee; (c) Clauses", “Sub-clauses” and “Recitals” shall be construed as references to clauses, sub‑clauses sub-clauses and recitals respectively of this Agreement; and (d) words importing the singular shall include the plural and vice-versa. 1.3 Headings