Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698055105875.pdf (Georgia)
Classification: Restricted to Partners Essential Terms and Conditions of Agreement Short-Term Loan Agreement No ___ The city of ___ __ __ 20__ Loan interest rate Type of the loan interest rate: Fixed The interest rate on the loan amount: __ % per annum The effective interest rate on the loan: __ % Financial costs: Monthly payments: According to the Payment Schedule attached Insurance costs: __ Loan disbursement fee: __ Cash withdrawal fee: __ Cash transfer fee: __ Security Agreement registration cost: __ Notarial costs: __ Origination fee: __ Other contractual information: Total loan amount: ___________ (GEL/USD/EUR) Loan and Loan Agreement validity period: _____ inclusive Total repayment amount: ___________ (GEL/USD/EUR) Early repayment fee: 0% In the case of a grace period of the loan, first, the interests/penalties/any expenses accrued during the grace period are subject to full payment (if any).
Late payment fee: __% of the overdue loan amount per day in arrears.

Besides, the calculated amount of penalties provided/imposed by this Agreement and financial sanctions of any form shall not exceed the maximum amount established by law at each time of overdue payment.
In case of changes to the essential terms and conditions of this Agreement, the Bank shall notify the customer no less than 2 (two) months before the change, and in case of an increase in the price of another financial product – no less than one month before the increase, in writing or via email or Internet Banking or short text message or telephone call.

Foreign currency loans pose a significant currency risk to consumers.
Exchange rate fluctuations may significantly increase monthly payments denominated in GEL.

The effective interest rate on the loan in case of potential 15% annual depreciation of GEL: __%1 In case of dissatisfaction or remark, the customer may file a complaint orally, in free written, standard written or electronic form, or apply other mechanisms provided for by legislation for filing complaints.

The Bank responds to complaints within no more than 1 (one) month from the receipt.
Information useful to customers is available on the National Bank of Georgia website at www.nbg.gov.ge/cp or via hotline – 032 2406406.

1 The provision only refers to foreign currency loans.

Classification: Restricted to Partners Short-Term Loan Agreement No __ The city of ____ __ __ 20__ Article 1 1.1 The Bank: JSC ProCredit Bank; identification number: 204851197 1.2 The Borrower/Joint Borrowers: (Full name/name (personal/identification number: ___)) .
Article 2 2.1 Type of the loan interest rate: Fixed 2.2 Total repayment amount: __ (GEL/USD/EUR) 2.3 Total loan amount: __ (GEL/USD/EUR) 2.4 Amount to be withdrawn from the total loan amount, less financial costs: __ 2.5 Loan and Loan Agreement validity period: __/__/___ inclusive 2.6 Interest rate on the loan amount: __ % per annum 2.7 Effective interest rate on the loan: __ % 2.8 Insurance costs: __ 2.9 Loan disbursement fee: __ 2.10 Cash withdrawal fee: __ 2.11 Cash transfer fee: __ 2.12 Security Agreement registration cost: __ 2.13 Notarial costs: __ 2.14 Origination fee: __ 2.15 Early repayment fee: 0% 2.16 In the case of a grace period of the loan, at full or partial repayment of the loan, first, the interests/penalties/any expenses accrued during the grace period are subject to full payment (if any).
2.17 Late payment fee: __% of the overdue loan amount per day in arrears.

Besides, the calculated amount of penalties provided/imposed by this Agreement and financial sanctions of any form shall not exceed the maximum limit established by law at each time of overdue payment.

2.18 Purpose of the loan: ______ * The wording below applies only to short-term loans granted within the CEB financing program.
2/1 Special conditions for the loans granted under a CEB (Council of Europe Development Bank) funded project: 2/1.1 The loan under this Agreement shall be granted as part of a project funded by the CEB (Council of Europe Development Bank).

2/1.2 Under the terms and conditions of this Agreement, the Borrower undertakes to: 2/1.2.1 Apply the loan amount under this Agreement solely to finance a specific agreed project(s).
2/1.2.2 Complete the project within the agreed term, repay the loan within the term set by the Loan Repayment Schedule, and fulfil other obligations under the Agreement.

2/1.2.3 Comply with the terms and conditions set out in the CEB notices, instructions and attachment(s) provided to the Bank.
2/1.2.4 Obtain all relevant real estate-related rights, permits and authorizations, also, if necessary, maintain, repair, restore and renew all property that is part of the project(s), thereby ensuring that they are in good working and operational order and maintaining such condition throughout the project; also, maintain during the whole term of the project the easement rights over real property or the right to use real property and all the permits/rights necessary for the smooth project implementation.
2/1.2.5 Upon written notification, allow CEB staff and third parties designated by the CEB to visit and inspect project sites(s), equipment and works, and provide optional inspections and, if necessary, give assistance, or provide information and other support to them.

2/1.2.6 Insure any project-related work and property with the best insurance companies according to the most complex practices in the field.
2/1.2.7 Carry out any project-related procurement according to the Procurement Instructions, following the rules for procurement of goods, works and services, and warrant that any such procurement, for the purposes of the project, will comply with the policies set out in the Procurement Instruction valid at the date of this Agreement.

2/1.2.8 Implement the project following the Environmental and Social Protection Policy and legislation requirements.
Obtain, if necessary, a permit from the relevant environmental authorities for the project.

The Borrower shall, upon request, provide the Bank with evidence and any relevant information to confirm that he has Classification: Restricted to Partners met the obligations set out in this article and, if necessary, the Borrower shall submit an environmental impact assessment under the Environmental and Social Protection Policy.
2/1.2.9 The Borrower shall ensure that relevant environmental and social assessment documents are available for review/verification upon request from the Council of Europe Development Bank (CEB).

2/1.2.10 Implement the project in compliance with the relevant standards of EU legislation as far as introduced by the legislation of Georgia or specified by the CEB and/or the Bank before the date of signing of this Agreement, as well as by applicable laws of Georgia.
2/1.2.11 Upon request, confirm that he/she has obtained all the necessary rights (for construction and production activities) to comply with the local laws or environmental and competition laws applicable in the country.

2/1.2.12 The Borrower declares and undertakes that the financed project does not or will not, in its entirety, cause: (a) a breach of the requirements of the European Convention on Human Rights and (b) a violation of the European Social Charter.
2/1.2.13 Repay all current loans granted under the project in advance, upon request, if any of the above special conditions have been violated.
2/1.3 Under the special terms and conditions of this Agreement, the Bank shall and the Borrower, in turn, agrees to: 2/1.3.1 Implement and subsequently execute internal policies, procedures, and control mechanisms, under applicable law and internationally recognized best practices, so that the Borrower does not become an instrument of money laundering or terrorist financing.
In particular, concerning terrorist financing, the Borrower guarantees and ensures that it will not enter into any deal with any person or institution named in the lists of sanctioned persons published under UN Security Council Resolutions No 1267 (adopted in 1999) and No 1373 (adopted in 2001) by the UN Security Council or its committees (available at www.un.org/terrorism), updated from time to time, and/or with any person or institution named in the lists of sanctioned persons published by the acts of the Council of Europe implementing Common Positions 2001/931/CSFP and 2002/402/CSFP and related or alternating resolutions and/or related functions; or enter into any deal in favour of such persons or institutions.
2/1.3.2 Neither the Borrower personally nor any other related person, with his consent or under prior information, will engage in any corrupt, fraudulent, coercive, or conspiratorial activities (practice) (hereinafter referred to as ‘prohibited activities (practice)’ along with money laundering and terrorist financing) concerning the execution of a financed project or any contract under any subproject within the project.
2/1.3.3 The Borrower undertakes to allow staff members of the Bank or the CEB, or any third party designated by the CEB, at any time, to monitor the project or make technical and other evaluations, during this Agreement and within the project financed, including facilitating access to the project-related property, contractors.
2/1.3.4 The Borrower undertakes to provide the CEB with any information or documentation on the financing, implementation and environmental impact of the project, if requested by the CEB, within a reasonable time after the request, under the condition that if such information or document is not provided to the CEB promptly and the Borrower does not rectify the deficiency within a reasonable time set by the CEB in writing, the CEB is authorized to rectify the deficiency at the expense of the Bank through its staff, consultant or any third party, and the Bank shall provide such persons with all assistance necessary for that purpose.
2/1.3.5 In the case provided for in the preceding paragraph, the Borrower undertakes to reimburse the Bank for any costs incurred because of the exercise of its authority by the CEB.

If the Borrower fails to make the relevant payments, at the Bank’s written request or within the specified period, the Bank may deduct the due amount from any account of the Borrower, if necessary, repeatedly, until the full repayment of the debt.
2/1.3.6 The Bank shall, upon request, promptly submit or obtain for submission to the CEB, all documents and information that will allow the CEB to study the physical and financial progress of the projects and the financial standing of each borrower.

2/1.3.7 The Bank shall, if necessary and requested, submit to the CEB a copy (copies) of this Agreement(s) along with annexes and amendments, to which the Borrower gives prior consent.
Article 3 3.1 Agreed collateral and joint-and-several liability: 3.1.1 The Borrower's performance of obligations under this Agreement shall be secured with the mortgage, pledge, assignment, etc.

agreements signed and/or to be signed in the future.

3.1.2 The Borrower's performance of obligations under this Agreement shall be secured by the joint guarantor(s), together with the Borrower, with the agreement(s) concluded and/or to be concluded with them in the future.
3.1.3 Insurance of the collateral is mandatory if the Bank so requires it.

Article 4 4.1 Interest may be charged on interest for late payment of the loan amount.

4.2 The loan and any interest thereon are subject to payment no later than the date referred to in Article 2(5) of this Agreement.
Classification: Restricted to Partners 4.3 The order of payment is as follows: The Borrower shall first pay all the Bank fees, then default interest (if any), interest accrued on the loan, and lastly, the principal amount of the loan.

This order is subject to change at the discretion of the Bank.

4.4 At the repayment of the principal loan amount fully or partially before the maturity date, the Borrower shall first repay the full amount of interest accrued by the date of early repayment.
If there is a grace period, or after the end of the grace period, at the repayment of the principal loan amount fully or partially, the Borrower shall first repay in full all interests/penalties/expenses/commission fees accrued during the grace period (if any).
4.5 Upon maturity or in the event of late payment, the Bank may, directly/without the Borrower's further authorization, debit the loan amount and interest accrued thereon, also any other fees and penalties/default interests due from the amounts available on the Borrower's current account, savings deposit, deposit account (except for term deposit, if the loan is not secured by term deposit) and/or any other accounts, as well as from the overdraft amount on the Borrower's account(s) (unused balance).
Besides, if the amount that is subject to debit without further authorization differs from the liability currency, the Bank may translate, at the Borrower's expense, one currency unit to another at the commercial exchange rate applied at the Bank.
Article 5 5.1 If the Borrower’s, joint debtor’s, or guarantor's financial position deteriorates or similar risks occur, and if the mortgage or pledge assets have been destructed, depreciated, or damaged, the Bank may demand from the Borrower, and the Borrower shall present additional collateral at the choice of the Bank.
5.2 The Borrower agrees that the Bank may enforce its right in any property (including unsecured property) owned by the Borrower; and that the enforcement will not necessarily apply firstly to the collateralized property to satisfy the Bank’s claim against the Borrower.

The Bank may decide to commence enforcement firstly against any other property owned by the Borrower.
5.3 If the Borrower breaches (or fails to observe) the terms and conditions of this Agreement, the Bank may enforce its security interest based on the agreements defined in Article 3 of this Agreement (which are an integral part hereof).

5.4 If the loan amount exceeds GEL 2,000,000 or the equivalent in another currency, the Borrower shall apply to the Bank in writing 14 calendar days before the early loan repayment.
Article 6 6.1 The Bank may terminate this Agreement unilaterally before the date of expiry; declare the loan, accrued interests and penalties owing hereunder immediately due and payable; and claim damages for full or partial default under this Agreement, whereas the Borrower shall meet all these requirements, provided that: 6.1.1 The deadline for loan repayment or the condition for purposeful use of the loan has been violated; 6.1.2 There is a default on obligations under this Agreement, also under the Security Agreement and/or Joint Liability Agreement, including by third parties; 6.1.3 The material/financial standing of the Borrower or joint-and-several debtor deteriorates (including the deprivation of property or restriction of the right to use), or is likely to deteriorate, and the Borrower fails to provide extra collateral.
6.1.4 The Borrower intends to deceive the Bank or provides the Bank with false/misleading information about the Borrower's obligations, economic and/or financial standing to get the banking product, increase the amount of the banking product and/or enjoy preferential conditions.

6.1.5 The terms of the Borrower's or joint debtor's deposit opened with the Bank have been violated for any reason.
Article 7 7.1 The complaint procedure implies filling in a free written or standard written complaint form (available at the Bank offices), or submitting a complaint form electronically, or registering a complaint form on the Bank's official website at www.procreditbank.ge.

The Bank responds to a complaint within no more than 1 (one) month from the receipt, after having reviewed it by the structural unit responsible for the protection of consumers' rights at the Bank.
7.2 All disputes arising out of or in connection with this Agreement are subject to resolution by the courts of law of Georgia at the Bank's place of business, under applicable legislation.

Judgements made by the court on disputes arising out of this Agreement shall be immediately enforceable under Article 268(11) of the Civil Procedure Code of Georgia.

7.3 There is no obligation of notification if the terms and conditions change in favour of the Borrower.
7.4 Any changes or additions to this Agreement shall be in writing.

However, adherence to the written form and/or notification of changes/additions are not mandatory in the case of changes made in favour of the Borrower.

The Bank may also unilaterally make changes and/or additions to the Agreement if the Borrower, Co-borrower, Joint Classification: Restricted to Partners Guarantor (if the loan is secured by joint guarantee) and/or the owner of collateral does not fulfil any contractual obligation.
7.5 'Additional Contractual Conditions' defining various conditions and rights/obligations of the parties also apply to this Agreement.

'Additional Contractual Conditions' constitute an integral part of this Agreement and are binding upon the parties.

'Additional Contractual Conditions' are available both at the Bank offices and on the Bank website at www.procreditbank.ge.
By signing the Agreement, the Borrower confirms that he has read, understands, and accepts the 'Additional Contractual Conditions', has no claims, and agrees to comply with them.
7.6 The Bank may process any (including banking, commercial, personal, and biometric) data of the Borrower(s) under the procedure defined in and for the purposes of the 'Additional Contractual Conditions', inter alia, request information from JSC CreditInfo Georgia, transmit information about the Borrower and/or this Agreement/banking product to JSC CreditInfo Georgia, receive the Borrower's data from the LEPL Public Service Development Agency.
7.7 Any electronic signature, confirmation of the transaction by the signatory through Internet Banking agreed through email and/or any other reliable means of communication agreed between the parties, have the same legal force as the personal signature on a material document and the transaction is valid from the moment of confirmation.

Such confirmation of a transaction cannot be subject to dispute because of the absence of a physical signature on a material document.
7.8 In case of significant changes to the terms and conditions of the Agreement, the customer gets informed at least 2 (two) months before changes, and in case of a price increase of other financial product - no less than one month in advance by a letter, e-mail, Internet Banking, text message service or phone call.

7.9 The supervisory body of the Bank is the National Bank of Georgia, domiciled at No 2 Sanapiro st, Tbilisi.
7.10 The Borrower declares to have read the terms and conditions of personal data processing available at the branch/on the website of the Bank and gives his consent to process his data to the extent necessary.

7.11 The parties have executed this Agreement in two equally binding counterparts to keep one counterpart with the Bank while giving the other counterpart to the party (parties).

Appendix No 1 Date of disbursement: __ __ _______ Interest rate: __ % per annum Loan amount: __ Loan Repayment Schedule