Common use of General provisions Clause in Contracts

General provisions. 14.1. Banking Day. “Banking Day” means each day (other than a Saturday or Sunday), on which commercial banks are open for general business in Frankfurt am Main, Germany, and in Belgrade, Republic of Serbia; provided that for the purposes of defining any repayment date and Payment Date in relation to a Loan provided hereunder and for determining any dates for disbursement or other payments thereunder, such day must in addition be a TARGET Day .‌ 14.2. Place of performance. The place of performance for all obligations under this Loan Agreement is Frankfurt am Main, Federal Republic of Germany. 14.3. Partial invalidity and gaps. If any provision of this Loan Agreement is or becomes invalid, or if there is a gap in any of the provisions of this Loan Agreement, this will not affect the validity of the remaining provisions hereof. The parties to this Loan Agreement will replace any invalid provision by a legally valid one which comes as close as possible to the spirit and purpose of the invalid provision. The parties will fill any gap in the provisions with a legally valid provision which comes as close as possible to the spirit and purpose of this Loan Agreement. 14.4. Written form. Any addenda and amendments to this Loan Agreement must be in writing. The parties may waive the written form requirement only in writing. 14.5. Assignment. The Borrower may not assign or transfer, pledge or mortgage any claims from this Loan Agreement. 14.6. Applicable law. This Loan Agreement is governed by German law. 14.7. Limitation period. All claims of KfW under this Loan Agreement expire after five years from the end of the year in which such claim has arisen and in which KfW has become aware of the circumstances constituting such claim or could have become aware of them without gross negligence. 14.8. Waiver of 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 and its assets from suit, execution, attachment or other legal process, the Borrower irrevocably agrees to waive such immunity for claims from and in connection with this Loan Agreement to the fullest extent permitted by the laws of such jurisdiction. Foregoing waiver of immunity shall not apply to property which is (i) used by a diplomatic, consular or special mission and missions of international organizations or international conferences of the Borrower’s Country or (ii) of a military character and under the control of a military authority. 14.9. Legal disputes. Arbitration. All disputes arising out of or in connection with this Loan Agreement will be settled exclusively and finally by an arbitration tribunal. In this regard, the following will apply: (i) The arbitration tribunal will consist of one or three arbitrators who will be appointed and will act in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC) applicable from time to time. (ii) The arbitration proceeding will be conducted in Frankfurt am Main. The language of the proceeding will be English. 14.10. Entry into force and effect. This Loan Agreement will not enter into force and effect until:‌ a) it has been ratified by the National Assembly of the Republic of Serbia; and b) the Borrower has provided KfW with a written confirmation without undue delay after ratification that the Loan Agreement has been duly ratified and published according to applicable law. Should the Loan Agreement not have entered into force and effect within twelve months following the date the last party has signed this Loan Agreement, KfW may, as of the day following the end of the twelve months period until the date of entry into force, unilaterally withdraw from this Loan Agreement and thus terminate its provisional ineffectiveness by sending a written notification to the Borrower. 14.11. Information concerning Article 14.10. KfW will send the Borrower a letter in form and substance similar to the letter set out in Annex 4 (Information concerning Article 14.10) to the Agreement. Done in 4 (four) originals in the English language. (place)……Belgrade…….. dated ...16/10/ 2024

General provisions. 14.1. Banking Day. “Banking Day” means each day (other than a Saturday or Sunday), on which commercial banks are open for general business in Frankfurt am Main, Germany, and in Belgrade, Republic of Serbia; provided that for the purposes of defining any repayment date and Payment Date in relation to a Loan provided hereunder and for determining any dates for disbursement or other payments thereunder, such day must in addition be a TARGET Day .‌. 14.2. Place of performance. The place of performance for all obligations under this Loan Agreement is Frankfurt am Main, Federal Republic of Germany. 14.3. Partial invalidity and gaps. If any provision of this Loan Agreement is or becomes invalid, or if there is a gap in any of the provisions of this Loan Agreement, this will not affect the validity of the remaining provisions hereof. The parties to this Loan Agreement will replace any invalid provision by a legally valid one which comes as close as possible to the spirit and purpose of the invalid provision. The parties will fill any gap in the provisions with a legally valid provision which comes as close as possible to the spirit and purpose of this Loan Agreement. 14.4. Written form. Any addenda and amendments to this Loan Agreement must be in writing. The parties may waive the written form requirement only in writing. 14.5. Assignment. The Borrower may not assign or transfer, pledge or mortgage any claims from this Loan Agreement. 14.6. Applicable law. This Loan Agreement is governed by German law. 14.7. Limitation period. All claims of KfW under this Loan Agreement expire after five years from the end of the year in which such claim has arisen and in which KfW has become aware of the circumstances constituting such claim or could have become aware of them without gross negligence. 14.8. Waiver of 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 and its assets from suit, execution, attachment or other legal process, the Borrower irrevocably agrees to waive such immunity for claims from and in connection with this Loan Agreement to the fullest extent permitted by the laws of such jurisdiction. Foregoing waiver of immunity shall not apply to property which is (i) used by a diplomatic, consular or special mission and missions of international organizations or international conferences of the Borrower’s Country or (ii) of a military character and under the control of a military authority. 14.9. Legal disputes. Arbitration. All disputes arising out of or in connection with this Loan Agreement will be settled exclusively and finally by an arbitration tribunal. In this regard, the following will apply: (i) The arbitration tribunal will consist of one or three arbitrators who will be appointed and will act in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC) applicable from time to time. (ii) The arbitration proceeding will be conducted in Frankfurt am Main. The language of the proceeding will be English. 14.10. Entry into force and effect. This Loan Agreement will not enter into force and effect until:‌until: a) it has been ratified by the National Assembly of the Republic of Serbia; and b) the Borrower has provided KfW with a written confirmation without undue delay after ratification that the Loan Agreement has been duly ratified and published according to applicable law. Should the Loan Agreement not have entered into force and effect within twelve months following the date the last party has signed this Loan Agreement, KfW may, as of the day following the end of the twelve months period until the date of entry into force, unilaterally withdraw from this Loan Agreement and thus terminate its provisional ineffectiveness by sending a written notification to the Borrower. 14.11. Information concerning Article 14.10. KfW will send the Borrower a letter in form and substance similar to the letter set out in Annex 4 (Information concerning Article 14.10) to the Agreement. Done in 4 (four) originals in the English language. (place)……Belgrade…….. ……..dated ...16/10/ 20242024 (place)…… Belgrade………..dated 16. October 2024 Place and date of signature KfW Place and date of signature For the Republic of Serbia Signature Signature Hille Henebry ▇▇▇▇▇▇ MALI Name (in clear script) Name (in clear script) Head of Division FIRST DEPUTY PRIME MINISTER AND Title (in clear script) Title (in clear script) MINISTER OF FINANCE Second signature KfW Signature ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name (in clear script) Director of Office Title (in clear script) Until the end of each disbursement period ("Effective Date of End of Period" in accordance with the list below) the Borrower may request disbursements only up to a level that does not exceed the cumulative sum of disbursements specified in the following table. Period Effective Date of Beginn of Period (incl.) Effective Date of End of Period (excl.) Maximum amount that may be disbursed up to the end of the period (cumulative) (all figures in EURO) 1 31.10.2024 1.01.2025 2,500,000.00 2 1.01.2025 01.07.2025 7,500,000.00 3 01.07.2025 01.01.2026 17,500,000.00 4 01.01.2026 01.07.2026 27,500,000.00 5 01.07.2026 01.01.2027 37,500,000.00 6 01.01.2027 01.07.2027 42,500,000.00 7 01.07.2027 01.01.2028 45,000,000.00 8 01.01.2028 01.07.2028 47,500,000.00 9 01.07.2028 end of disbursement period 50,000,000.00 Note: Please amend "Republic of COUNTRY"/"COUNTRY" appropriately. KfW Department [ ] (date) Attn: [ ] ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ - ▇ 60325 Frankfurt am Main/Germany Federal Republic of Germany Loan Agreement dated and made between KfW and [ ] ("Borrower") for an amount not exceeding in aggregate EUR .000.000,--. Dear Sirs,