Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837611397.pdf (Sierra Leone)
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20cc0c2s8ii FiNANCING AGREEMENT Aoi'!a,-,tu,p /ek?

aren Develaoment P rjec: (il -) belween the REPUBLIC OF SIERRA LEO iiE a-d tf.

€ f rrERlia't-lor.al FuhD ;oR AcRlculru.tAl DEvELcpr.

, r S,,:red n Rorre, I:aly anc Freetc'.v:', :-.r3.i-a ,:c , L : LCAN NO.

20CCC0258-1 cF_nNT i,.tc.

zccccc25Bc FiiIANCiNG AGREEMENT - :?.!ltu..

(alt€ .he!4 Develodnent Pr!cje.

: i Al'Dlr) b€tween the TEPUTILIC OF STERR.A TEONE a1C th€ : !
it R.!ta'y': c xal Futro ;oR A6RIcuLTrnaL DEvtLcpa€tfr SrgneJ .

Ron-.e, l'6ly and Freeto,.yr, SierG Lcrne - ,:INANCIIIG AGR EE I( E I{T ;-oa.

l. !,nibe1 2001)0153:- Crart NurnD:r: 200f,00;3.15 Pro-leci Title.

AgflCultuie vr?l:,e af.aii Develoineni ;-CjeC!

.-,, 1,-, : : cjP{i'} l'he Republic of Sierra Lccr.e (the 'B3irower,/Recrpier it " ) .nc The iniar.rat,cn3l Eun: f tr \?r'rc-1,!

!rrar Deve oFr.e.1: 1I:a ;- ,.J'o-' :pa.i a "Pzri!"
and Dctl ci'tnei1 (6.:eCively trle'Pa-t,es') .re'ebv agree as icil3lt s: Section A i.

The foiior.iing docJ|,1.er'rts collecuvely form ahis Agr' e41ent rro]eci )escript,cn an, In) errreltatron Arrangern€r.ts {Scr',rJu,e I ) lScredule 2) rnd Specrai rlsyer:nt (Schedule 3). '

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Trent i\e -: !

i;c<at'on Trl.l€ lhe :-unC s Gener:i ConcrtiGis for A?i:uriJ'al D. \ ercD'nE : 'r']a1:rne da:ea 2.

.

)9 April 2019. amend€d as of Ap:r, 2014, and as may be a- €r.c?c --- :r' €.
f.cn t,rr€ tl :rme (the "Gerre:ai Condit,cns") are annexd to this Ag:eer=nt.

3ni - r-:vis,3ns:'rer€cr -or the gurposes cf :hrs Ag:3.r-re.

: ' .- ::'.

:1s 3e!rie: i^ -.hal!

epply to this Agre€r'!.cni.

:l.e GcnEral aondit,o.!

si3 I nave lhe .neanings sct 'r1fr tnrr?rn- Ihe FurC ahali i!

'c /,c€ a -oan aoo a Grant to tr-,e Bc ''cr,rer,'i.

: tcr.o'r/-../qeciprent 5h3li usc :f, 1: € f. :he "Financi^1";, accordaice yvrth the terrrs and ccnci:,ons of this agreene.
'- hrch ti€ ^ - :.le ;:c_cc: a Section B :, A, ts, Tlte anrount J: tlt€ Loan is five millron .

:inerr:-Crea ti: dollars IUSD 5 900 000i.

Tha an:cunt ci ihe Grant ;s f;ve m'llioo :'i,le nurdred :h. : l^d Unrtec StaaEs oollars (USD 5 qoo 000).

: J iec sta'es 2, Th€ Loa4 is grantej Jr.!

h.9i1:?

aonc€ssio al tei'1,rs' Ai:crC:'gi!

highly concesiaona!

te:nn5 '5 fres cf r-1teres: 5ut beers a 53r" i:e ci1ar: ,ne per cert (O.7sqri De.

annurn peyable semi-ar:nuailY ' !


:e '- itrrr-gn.y- tiC hls 3 F.taiu-ty 9cr,oc of fo.tv l4C) Years, ':iudi.a i10) ye3rs slart.n,tr i r'crrl ti3 daie of arprcvai oi the -c:n :' thi.

''i- 3- The Lcan.gertrce Feyn-.e:r::.rrrexry shali be U1 l-gc 5:ttes f3r -lhe frrs: Cay oi ttc slr.icairie Frscal Year sharl be]a. :rt 5.

Paym€rts of orncipnl anJ ser\'lce cnarge shall be ;a;ecle ' Novemcer I ".

'.

-3an graa:ec o^ ' three f3Ji1i-s C' - --: e.vice !ay.

::i r: : .

',:e Peria3 cf :e: : PaJtiv: 3C€'C.


The furrds in the Designaied Acount shEll nct be mlngled with oth€r [,.

Ihere shcll be an account designated to receiye IFAD ioan and grant funds in advance (Desig ated Account) denontinated in USD.

to be maintained in n comr,rercial funds.There '.rank.

in St-L to receivc Financhrg ftom the Designated shall 5e a Ptoject account ci€nornirratsd Account in a commercial benk, 7.
There sh3il be a Project accorrnt denofiinated !n SLL to recreive the financ;ng frorn [ne De;ignated Account in a cornrnercial bank, ln addttion, there wili b€ separate counteroart account to re.eive counterpart financlng fro.n the goverr:rnent.

8.

The Eorrqwer/Rectpient shall provide counterpart flnanclng for the Project in the ,mount of appmxirnatei/ one ;nrliron nine hundred thousand United States dollar:; (USD 1 900 O00) to cover taxes and duues and othe.
Project impletnentation (csts., includir:g supervision, in accordance nith the approved Annuai lvork Plart and Budget (AWPB) or the Project.

S€ction C 1.

The Lead Project Agency (tPA) shall be the Ministry of Agriculture (MAF).

2, The following are deslgnated as additional Project Parties: Private sector actors (Agribusiness, SM€s) and Community Eanks and Financial Services Associations, 3.

The Project Completion Date shall be the sixth anniversary of the date of entry into force of this Agreernent.
S€ction D lhe Financrng will be administered and the ProJect supervised by the Fund, Sectlon E 1.

The following are designated as addlt,onat grounds for suspenslon of this Agreement under the General Conditions: (a) the Project tmplemertatlon Manual (PIM), or any prcyision thereof, has been waived, suspended, terminated, amended or modlfied without the prlor consent of the Fund, and the Fund has determined that such walver.

suspension.
suspension.

termination, amendment or modificatlon has had, or is likely to have, a material adverse efrect on the Project.

(b) any instituuonal changes have b€en made by the BorrorYer/Redpient to the Proiect Steering Cotnmittee or the Prorect Impletnentatlon Unlt (PIU).

including the transfer, suspension.

ol terminatiofl of key PtU stafr wlthout that causc lnd without the Fund's no-obreclion, and the FUnd has d€termlned such changes are likely to have a material adverse effect on the Project.

2.
2.

The following are designated as addltlonal general condltions precedent to withdrawal: (;) Key Staff lncluding the Project coordinator, the financial controller and the procurement specialist hDv€ b€en duly aPpointed; and 2 (b) A PIM including the Financial Mministration tnd Accounting tnanual, has been approved by IFAO.

3.

This Agreement is subject to ratrflcation by the Bonower/Reciprent.

4.
4.

The following are th€ designated representatlves and addresses to be used for any communication related to this Agreement: For the Borrower/Reciplent: Minisrer for Finance Treasury Bu,lding c€orge Street Freetown, Sierra Leone For the Fund: The Presldent International Fund for Agricultural developrrient Via Paolo di Dono 44 00142 Rome, ltaly Thls Agreement has been prepared ln the Engllsh lrnguage in two(z) odglnal copres, one (1) for the Furd and one (1) for the Borrorver/Reclpient.
REPUBLTC OF SIERNA LEOIIE il-,, iaccb Mlnister for Finance o.,", 1l\\\.-';\ri INTERIATto[.

{L Fuxo ron AGRICULTUfiAL DEvf LOPHENT Gllbert P Datc t{ q 3 -b Sich.dulC I Prq cct Description and t mp/€mefitatlon Arrangenents I. Prorect Dcs€rlptioa 1.

Goai, Th€ goal of the project is the improvernent of the livelihcods, food gccutity ,rnd ciimite change resrl!€r)lt of rrrrat fa!

'inirE holjsehotds in Sien-a Leone.

objectives.


fhe oblective of tle Prolect 6 to i,lcreast irrcomes for sn-rallholder 2. farnlers through the piorr'otlon of agrictilture as a busrross.

3.

Taryet Fbpulation.llrc Project sha[ benefit about 34,000 dir€ct beneficiaries in the 16 districts of the country (the'Proj€d Area') and focus activitres where the cllmatic and agro-ecologkal conditlons are favouiable for smallholders to produce cocoa, oil palm and nce.
The primary target group will be smallholder produceE of cocoa, rice and oil pakn.

Additionally, the projecl will target (a) farrner-based organized institutions such as Agribusincss Centres (ABCS), Farmer Org.nizatlons and cooperatlv€s: and (b) instltutions providing seryices or inputs strh as input suppllers, agro{ealeB, agcnts/mlddlemen, and processoG .s well as buyers/exporteE.
Over lhe llfe of the Project, AVDP interventions will include at least.rcq,6 women and 4096 yoiJths, and will employ mechanisms that proroote gcnder equality and Sodal inclusion.

4.

Components.

The Prolect shall consist of tie followrng Components: 4.

I .

Component I .

OimrE n60iatt .nd Sfirlt Agriculturrl Producdon.

The outcome of thrs component is that volurne and value of p.oduction as increased, and production systems are made mor€ climate reslllent.
The component will support the preparation of Business Development pians at thc hvel of the ABCS that will indude a cornprehensive plan ot the investrnents needed to develop the productive capacitles of rlce, cocoa or oil pah.

All investments wlll be irssess€d for ttleir soclal and environmental rmpact thror€h Envrronment and Social Hanagement Plans, Capaclty building for rmp!

'oved produdion technlques and exterEion wlll be provided using the Farmer FielC Scnool (f FS) methodology.

Sub-Compwe.rt J,1.
Sub-Compwe.rt J,1.

Suom{t to strEllholder rice sroduction ,nd oroductivltv, will work wittr 5,0O0 rice farrneE who have not prcviously benefited from the SCPIGAFSP Ftorect, to pfl,vide techniel .5sistance through Farmer Field Schools and financial support for the dcvclopmcnt of inbnd valley swamPs fur double or triple cropping of rice, and improved ircoess to quality inputs and mechanized farming s€rvices.
The ProJect t/vlll help Farrrers' OrganizatioG ard ABC5 mentioned above add value to paddy by improving milling capacity and quality and facllitating martet linkages with off-takers.

The Pmject $rill sirnilarly provde technicil asdstance and trainrng to 5,(AO hgacy rice famle6 that haY€ benefitted from past projects.
4.t.2, gub-Component 1,2 (r,smri ..Yrrl ln lr.a tr'tivilr., wr!l yrork with 9,OOO farmers (5,OO0 cacao and 4.0oO oil Palm Produce6) eactr receiving support for the establishment of a one-hectare plot, who were not dir"ct benefkiaries of the SCP/GAFSP Proied.

The subcomponent wlli €nhatrce the economic viablllty and cnmate regllence of ctl palm and cDcoa farme6 and link them more effectively to private sector markets.
The AVDP will also continue to pro\ride technical assistance and trrining for 4,000 legacy oil Palm farmeE lYho rectived assrstance u,rder Past proJec,ts.

^r^dt ,.+i^h .n.l 4 Replanting and new planting of cocoa sites will tre supported partially by the AdaNon Fund with provision of climate resrlient hybrd seeds provided by the rejuvenated clonal garden of the Sierra Leone Agrkultural Research Institute (5LARI).
The AVDP will provide technical and support for the esEbllshment of community nurseries to outgrtx,y the seedlings obtained ftom SLARI.

The replanted or new plantatklns will rnlercrop p{antains, cassa\ra, andlor tlmber trees for snade provrsion and supdementary income g€nefittion.

For oil palm, AVOP will procure rmproved tenera vanety seeds from regonal private sector suppliers and establish community nurse,'les.

AVoP will assist farmers to 'carry out intercfopping \rith food sops (e.9.
gm.rndnuts and rlce) dunng the lnitial growth cf infant tre€s to irnprove llvellhoods and household nutrition.

AVDP will not support the clearing of forest areas tbr tr€e crop phntations.

Ratfier degraded secondary bush areas wtll be us€d for such plantings.

4.1.

Cot,lt,onent 2.

Agr{cultural i{ar{ct lrcvclopmsrt, contains two sub- componenE: (i) Market access and (li) Climate resllient rural lnfrast^rcture.
The expected outcomc of this component b the improved performance and organization of the selected value chains fcr increased smaliholder production and productivity.

4.2.1 Sub-@mponent 2., Market Acc6s, will focus on strengthenrng the business skllls of ABCs, Farmer Organizatlons and Farmer Fbld Schools and faciiitating value chaln organl?atl1n and deal making thrdlgh the establishment of frovanciai level mu:tr-stakehold€r D,dtforms.
Key acthitles under this sub-component include mapping of existing value chain players, Induding farmcr-based organisations, and the provision of capacity bulldlng according to thelr needs; through the multi- stakeholder platforms, the project wlll facilitate linkages and deal making between AVDP beneficiary organizations.

input suppllers, aggregators and large scale procGsols and commodrty buyens.

4.2.7 Sub<onwnent 2.2.

Oirnde Resilient Rural Inkastructure.


fiMnced mainly throrgh the Adaption Fund, wall rehaHlitate 20 *arehouses to irnprove product drying and storilge capacrty.

as ivcll as construct and rehabllitate s€ccndary roads and Farm Facks, Tlne AVDP will use a labor-based approach to road improvement, employing local resldents for certaln tasks, therrby generating temporary employment opportunitles.

The sub-component will also financ€ improved vrater supply and sanitntion among other activities.
Prsrcct Oordlnrioo and Mln.gcnrent.

The 4.3.

Conponent 3. irnplemelaadon of AVDP ill be anchored wlhin the National Proje.t Coordination Unit (NPCU) and Ninistry of Agriculture aod Forestry at the distnct level, Stafring levels at Nrcu will be cornplemented as needed.

tL lmplcmcntetlonArlang.m€ntr 5. ftc OA shall ix the trAF, The rtional Steering Committee (NSC), chaired by the Hinister of AF, shall provide oversight, direction and advrce for project amplementation.
and in particular, approve the AWPB of tlte proiect as well its penodrc proqress repcrts.

The t{SC wlll include reprasentation of key staketoldars ancluding, thc ministries fo!- Finance, Fconomic D€velopment and Planning, Agrlculture, Trade and Industry, Loca!

Govemment, Communlty Oe\€loprnent, Soclal \tefare, Gencier and Chlldrln Affairs, Lands.

Country Phnning arrd Environment.


Environtn€ntal Protection Agency (EPA), Youth ard Spods, Directcrate of Feedcr Roads of Sierra Leone Road Authority, the Chief Agriculturat Oficerfechnical Heed of MAF, tryo membcrs of Farmers Associations (onc for staple crops al]d one for tree crops), and trro private seclor representatives (one for staple crops, especrally rice, and the other for tree crop6).

The National ProJect Coordlnator of NrcU shall be the Secretary.

5 alr- 6.
5 alr- 6.

The Natiofiat Proje.t C(wdinatbn l)nit @rcU) wtll be res!,orlsrbic for the day-to- day coorCinatlon of prolcd ai:tivi:res, inah*ring pro]act plannlng, fia.sric;al management, con!

:,'aGing lmpleme aing tlartneN lor sp€alfic aittt it;es and tarks, lrlofiitorlng & Evrluation (H&E), knowledge management, sriperyrsion of pro-lect actlvlties at the dis:rict ievel, faolitailng linkage with qovernmcntal, prlvate sector and dcvelopment i stitutlons, and hiterrnting projed eroer;ence.
:nto Frolcy CialoEue.

At the d,strid ievel, the D,sfict Agrlcdltlrai Ofticcr of HAF wril bc re5ponsiDle for coorC;;;ating tfie irnplefnentntion of Prolect activities.

He or she vrill he supported by a dedicated tl&i Assistant as the focal point for the coilatron of data and reporting on prcject-speciirc a€trvitlr:s at fie dlsirict level.

Ihe M&E Ass,stent r./dl work urlcier the guldancc of the F,!&E Cfocor at the l,lPCU.

7.
7.

A rdnge oi pubhc atld piivate sector service providers and implcmentalion partne,-s wiil be engaged by AVOP to fa€ilitate ProJect implernerrtation at dif?erent stages of the vaiue charns and build the capacity of the Project target groups towards agrlculrure as a business, The modalitres lor the engag€ment of the service providers art speclfied in the description of the subcomponeots and will be tufther detailed in the Prcject Implementation Planual.
6 Sredule 2 Allocation fable l. Nlocation af Laan and Grant Prueeds.

The Table below sets forth the Categories of Eloible Experditures to be financed by the Loan and the Grant and the allocation of the amounts ol the Loan and the Grant to each Category.

All amounts are 10oo/c n€t of taxes, Government contributlon and beneflciary contribution.

All eligible expendrtures belonging to the categones above wlll be apportloned on a 50:50 pafl passu basis between the Loan F,nancing and the Grant Flnancing.
Categary Loan Amount Allocated (exFessed.in USD) Grant Amount Allocated (expressed ln USo) I. II.

III Clvrl Works Goods, Equrpment and Vehicles Consultanoes, (rncludrng technical assistance) IV Grants anC Subsidies Reaurrent cost includinq salaries & allowances and operating cosi Unallocated( 10qo) TOTAL 460 000 295 000 940 000 2 080 000 1 g0 000 585 000 5 900 000 460 000 295 000 940 000 2 080 000 r g0 000 585 000 5 900 000 2.

Staft-up Cosls.
Staft-up Cosls.

To t3cilrtate a prompt start-up, withdrawals of up to usD 300 000 rehted to the Project start-up before the satisfactron may be made to incur exp€nditures of the additional geoeral conditions precedent to withdrawal.
The start-up activities may indude inter alb: (i) Updatir,E of the Project Implementaticn l.lanual; (ii) Preparation of the first AWPB & procurernerlt plan; (lil) organization of a start-up workshop; (iv) Fine tune the accounting software as nece3sary, (v) preparation of the baseline survey and (vi) finalization ot the AgresmenvMou templates to be us€d with the lmplemcnting partners, as well as otlrer activities as agreed with the Fund.

7 E Sc+.dul.
7 E Sc+.dul.

3 Special Covenants Ttle Borrower/Reciprerrt underiakes the obligations 5ai forth bdo*, lrhich constirute specral cove6ants: 1.

All the f,bus entered into by Project Paitles for the ii-nplementation of Proje€t activities shall be sutrect to ttle Fund's no oblection prior to iheir respective SignJtures.

2, Accountiqg sofrrtare, Tlle Borrower,/Recipicnt shall cnsura that the PilJ will record proJe\ct expcnditures in an accounting software acccptablc to the Fund throughout the prolect lafe.

3.
3.

Auciit ar,?ngements.

The Borrower/Recipient, through the ,{PCU, will appdnt andependent auditors acceptable to IFAD, under the terms of refercnce cleared by IFAD, and in linc with the IFAD audit requirements.

An auditcd annual consolidated financial statement for the entire Project, together wlth a management letter on audit observations on internal controls, shall be submitted to the Fund wlthh slx (6) months of the fiscal year end.
8 - GEIIERAL CO OITIOXS FOR AGRICULTUNAL DEVELOPXE TTI ANCIITIG (as amended Oecember 20 18) I AJILCIE-L:-AE4LAA-U-0D Soction 1.01.

Apptication of General Condltions These General Conditrons apply to all Finsncing Agrcemcnts.

They apply to other agreements only lf the agreement expresgly so provldes.

AIIIcI.E II:-P.EEI It.I IlElls section 2.01.


General Detinllions The follorvr4g terms have the followrng meanings wherever used in these General Condrtions: "Agreement' rneans a Financing Agreemant or ottGr rgrccmcnt subicct to thes€ G€neral Conditions.

"Annual Workplan and Eudget' or 'AWP8" means the annual woltplan and budget for carryino cut a Pmject durirq a partiorlar Project Year, whidl includes the Procurement Ban.

"Borro\ryer'' means the party desrgnated as guch in an Agreemcnt.
'Coercive practrcc" means rmparnng or harming, or threatenrng to rmparr or harm, drrerily or rndirpcily, a:1y party or the property of rhe party to rnfluence tmproperly the actions of a party, "Collusive practice' means an arrangcme,t brtureen two or more parties designed to achieve an improper purpose.
includlng influenclng improprrly the actions of anothcr party, "Cooperating Institutlon" medns an irlstltuuon designated as such ln a Financing Agreement as respoosible for the administrauon of the Financing and,/or the sup€Msion of the implementatbn of the Prorect.

"Cooperatron Agreemcnt' means an agreement or agreements betrveen the Fund and a Cooperating Institution by which a Cooperating lnstitdtion agnees to act as srch.
"Corfupt practrce'' means offefing, grving, Eceiving o' sDlic,tlng, Clr€ctly or lndrrectly, anything of value to imDroperty rnfluence thc actions of another party.

''Currency' of a State cr a terrton/ means th{!

cur|ency thet ls le-oal teMer foi'thc payment of publtc and pnvate debts rn such state or territory.

"Dencminatbn Currcncy" means, wlth respect to a Loan or Grant, thc currcncy (whlch may also be th€ SOR) in which such Loan ot Grant is denonrrnated, as spe.itred in the Financin9 Agreement. '
Thcse (iy|.ral C,l,rliraor!9 fJr AErlcultl,ral D€telop,nEni hnaicing rreenG adc,l.e<l by lf^D'g €rar{,tke 6oard oa 29 April 2009.

S.clrons 2.Ol, /t.C8(D) .nd 5.01 rvev!

..tEn& by dccltlon of t?E Elcortive Board m l7 Septemb.r ?O10.

S.diql S.0l wrs turthe.

aBrlo@ io 2O13 hrdher to GC Resolutio.!

178/XXXVi.

ln Apr;l 20i4, thc Crccrrt!.re Eoard approrid addrtioid amctdment5 as ostlned id the Exeortivc Board documcnr EB 2otall ll/R I I - In De.cmb€r ?018.
rhe Frecutive Bo.d .ppnovrd lddrti{r^al amendrncnts as outlloed in the Ercsr!lve &)ad d6r,rn€nt EB 201E/125/R.39.

9 "Oesignated Account" nreans in account.

designated tor advance wfthrlrawals by the Bcrrower,/Pecilrent in accorda nce'.vith seL-tl)n 4.

03 (d).

'Eliglble ElDenditure" meaos an expenditur€ "Eriro" or'EUF.'
each mea s thc lawfui currencf oi'the member states of thr Eurcpran Union that adopt the single cure'rcy rn accordance v,,ith the Treat, establishing the European Ccnrmunrty, as amended by the Treaty- on European Union.

that compltcs with section 4.07, "Frnanclng' rneans a l-oan.

a Grant.

or a combinatbn thereof, "F.n.1ilcing Agreement'' means a prole(t flnancing AEreement oi Progrtmme Financing Aqreement, pursuant to which the Fund agrees to exterE Ftnancing to the Borrower/Reoprent.
"Ftnancang Closing Date" rneans the date on which the nght oF the SorrowerlReciFrient to request withdntwals fmm thc Loan A@unt and/or Grant Account ends, whlch is six (6) months after the ProJe.t Complation Date or such later date as tfl€ Fund m6y d€signate by notice to the Borrower/Recipient.

"Fiscal Year" means the twelve-month period desiqnated as such in an Agreement.

"Fraudulent practrce'means any action or omission.


including a mtsfepresentation, that knowingly or recklessly misleads, oa attempts to mislead, a party to obtaln a financial or other benefit or to avoid an obligatrcn.

"Freely convertlble currency" means any currency so desrgnated by the Fund at any tlme, "Fund" means the Internatronal Fund for Agricultural Oevelopmcnt.

"Grant" ,neans a grant extended ro a Redfient pursuant to a Fin.ncing Agreement or other Agreement.
'Graht Account' merns the account in the books of the FtJnd opened in the name of the Reciprent to whlch the arnount of the Grant is €r€dited.

"Guarantee Agreement" means an agreernant betwe€n a Uember State and the Fund by which such Member State guarantees the prrformance of another Agreement.

"Guarantor" rneans any Member State designated as such rn a Guarantee Agreement.
"lFAo Procurement Guideilnes" means ttle Proantrment Gudellnes approved by the Fund's Erecutive Board in D€cember 2004 (for Financtng approved by the fund's Executive Board prior to September 2010) or the pro)ect P,ocurement Guidelines approved by the Fund's Executive Board ln Septemb€r 2010 (for Financing approved by the Fund's Executive Ecard after S€ptember 2010) as such guidellnes may be amended by the Fund.
"IFAD Reference Interest Rate" means the lilte determtned period,cally by the Fund as its reterence raie for the comprtatlon of interest on its Loans.

"Lead Project A€ overall responsibllity for th(: execution of a Project.

€ncy'means ti€ entity designated as such rn an Agre€ment, which has ''Loan" means a loan extended by the Fund to the Sorrower pursuant to e Financing Agreement.
10 "Loan Account" means the account in the books of the Fund opened in the name of the Eorrower to which the amornt of a Loan b credited.

"Loan Servrce Payment" means any payment required or permitted to be maCe by the Sorrower or tha Guartntor to the Fund under a F randnq Aqreement, including (but not llmlted to) any payment of the principel d, or intefest or s€rvice charge on any Loan.

"Loan Servrce Payment Currency" means the freev convertlb:e currency dcfined as such in a Flnanciog Agreemerrt.
"Member State' means any Member State of the Fund.
"obstructive practtce" means: (i) deliberately destroying, falslfying, alterlng or conceallng evidence that may be material to an investigation by the Fund, or making false statements to investigators in onler to materially impede an lnv€stigation by thc Fund ioto allegations of corupt, fraudulent, cocrcive or collusive practlces; andlor (ii) threateoing, harassirqg or intimidatrng any party to prevent it from drsclosing its knowtsdge of rnatters relevant to an investigation by the Fund or from pursuing such investlgation; and/or (rii) the commlssion of any acts intended to materlally |rnpede the exercise of:he Fund's contradual rights of audit, insp€ction and access to informatron.
"Pound sterling' or "GBP" means the curcncy of the United Kingcrom of Great Britaan and Northern lreland.

the Borrovver,/Reciprent's Proairement Plan covenng the lnitial "Procurement Plan'm€ans eighteen (18) mooth penod of Pro)ect implemefltation, as the same shall be updated to cover succeedrrB twelve (12) rnonm p€riods.

"Prohhlted Practice'means any comjpL fraudulent, @lluslve, coerove or obstructlve practlce engagcd in connedion ryith an lFAD-flnanced aff/or managed operation or activity.
'Proje{t" means the agr,cultural developm€nt project or programme descrlbed in an Agreement and financed, in rvhole or in part.

by the Financing.

"Prolect Account' means an account for Project opetzttionS as described in Section 7.421lo).

"Project Agrcement" means any agreement between the Fund and any ProJect Party relating to the implementation of all or any part of a project.
"Project Ccmpletlon Date" means the date specified in ao Agreement on whlch the implementatioo of tnc Prolect is to bc ompleted, or such later date as the Fund may designate by notrce to the EorowerlReoplent.

"Prolect lnrplenleqtaiicn Period" nreans the penod during which the Project is to bc carried out, beginning on thc date of entry into fo!

'ce of the AQreeinent and end;n9 on the ProJect Complet,on Date.

"Project Member State" means the llember State in rvltiah the Proie.t is Lanled out.
"Prolect Party' means each entity respo sible for tne impiementation of the project or any part thereof.

The tarm'Project Party'indudes (but is not limlted to) tha Lead Froject Agency and any entity designated as a Proje€t Party tn an Agreement.

11 "ptoject Yenf nreans (!)


the fErioj beginning on the date of entry into forc(r of an Agreement 3nd ending on the hst d6y of the therr-curent Fiscai Yeilr, and (ii) each period tireredficr beg,nring on the first day of the F€cal Year and ending on the last day thereof, pmvided, however, that if the date of entry into ior(€ of the Ag.e€ment falls after the midpoint of the Fiscal Year, Proiect Year 1 shall ccntinlre lhroUgh the follo$rhg Fiscai Year.
"Recip,errti means the party 6nr*n",nd as $rch in an Agre€ment.

"Spec;ai Orawrng Rrghts" or'SDR" :nean speoal drawtng nghts as lalued from rime to trrne hy the Intamatio dl I'lo etary Fund in accordance wrth its A!-trcles ot Agftlement.

agreeFEnt or ar,angerrent by which (i) the whole or "Subsldiary Agreement" means 'ny part of the proceeds of the Financing are rnade available to a Project Party endlor (ii) a ProJect Party undertakes to carry out the Project, in whole or in part.
"Target Population" means the group of people lntended to benefit ftom a Prolect "Taxes" means ali rmposts, levies, fees, tariffs and duties of any kind imposed, levied, collected, withheld or asspssed by the PmJect Member State or any political subdivision thereof at any time.

"US dollar' or "USD" meaos the currency oi the Unlted States of Amerlca.
''Value Date" means, in respect of any witfidrawal from the Loan Account, the date on which such wlthdrawal ls deemed made ln accordtnce wtth Section 4.05 and, in resp€ct of any Loan Servrce Payment, the datr on lrhich such Loan Servre Pay.nent is deemed made ln accoldtnce wlth Seftion 5.04.
"Yen" or "JPY" means the currency of lapan, S€ction 2.O2, Ure of Termt As used in these General Conditions ard anf AgreenEnt, except as the context otherwlse requires, terms in the slngular include the flural, tcrms ln the plurll include the tlngular, and masculine pronot ns include the feminine.

Section 2.O3.

Rclcrences and Headlng3 Unless otherwise indlcated, references an tlEs€ G€neral Conditions to Articles or Sections refer to Articies or sactions of thcse Gcneral condltions.
The headlngs of tne Articles and Sections and in the Table of Contents of thes€ General Conditons are given for convenience of reference only and do not form an integral paft of these G€neral Conditions.

A-BI[CLELI-I-: rllE-q99?EBAUNgIBgTIIaIIqts Section 3.O1.

Appointment of the Coopar.ting lnstitution A Frnanong Agreement may provrale that a Cooperatlng Instltution will b€ apgointed to the Proje(t. adrnintster the Financtng and sup€rvrse l2 S.ction 3-02.
Rcrpoodb,tlti.r of UtG Gootcr.Sng lortkutlon If appolnted, the Crope6ting hstitutbn stlall be responsible for: (a) fadlitating Projcct impl€mentstbn by atsisting the Eorrower/Recipienr and the Proiect Parti6 io interpr€ting and complylng witi tie Financing Agreement; (b) reviewing the Borrower/Recipienfs withdrawal applicatlons to determine the amou ts whrch 01e Eorroyyer/Reclplent ls enEtled b wtthdraw from th€ Loan and/or Grant Ac@unt; (c) reviewing and approving on a no-objection basis the procurernent of goods, civil works and servlces for tha Project flnanced by the financing; (d) montofing compliarEe with thr Enanclng Agreement, bringhg any substantial non- complbnce to the attention of the Fund and recommending remedies therefor; and (e) carrying out such cther funcdons to adminlster the Financing and supervtse the Project as may b€ set forth in the Cropcration Agreement.
Section 3.

03.

Coop.ratlon Agre€mcnt lf a cooperatlng lnstttution ls appointed, the Fund shall enter into a cooperatDn Agreement with the Cooperating Institution setting forth the terms and conditons of lts appointment.

Section 3.O4.

Actlons by the Coopcreting Inidtution Any action by the Cooperating Institution in accu-dance lvith a Coop€ration Agreement shall be regrrded and treated by the Borror*r/Recipient, the Gulrantor and the Project Partics as an action taken by the Fund.
S€ctlon 3.O5, Coopc.tlon by th.

tonosr/nacipldrt and ttG Prorcct Prrtla.

The Eorrovv3r/Rec'pient.

the Guarantor and the Project Parties shall take all necessary or appropriate steps to enable the Cooperating lnstitrrtron to carry out its responslbiltties smoothly and effectively.

ARTICLE IY .

I.OAI{ ACC(XI T A'{O YUITHDFAI'AI-S SGction 4,O1.


Lo6n rnd 6rant Accounts Upcn the entry intc force of a Financing Agreemeot, the Fund shall open a Loan Account and/or a G.ant Account denominated in the Denominauon Currency in the oame of the BorrorNer/Recipient :nd credit the prlncipal amount of the toan andlor the amount of the Grant, respectively thereto.
Srctlon 4.O1, Wlthdrawals from the Loan lnd Grant Acctunts (a) Betvreen thc Jate of entry rnto ,orce of the Agreement and lhe Financlng Cloiing Date, the Borror,rerlRecipient may request wfthdrawals from the Loan Account andlor Grant Account of amounts paid or to be pald for Eligible Expenditures.

The Fund shall notify lhe Borrower/Recipiert of the minlmum amount for withdravYals.
(b) No withdrawal shall be made from the Loan and/or Grant Ac.ounts until the first AWPB has been approved by the Fund and the Fuod has ctetermincd that all other conditlons specified rn the Flnancing A{reement ds additional general conditions 13 precedent ro !.yithdraldai have been fulfllled.
The Frnancrng AgJeemcDt nray also estd'r.lish .rdditicral sp€cific conditions preceoent r.o withdfJ,{al applicabie tc p;rtrcuiar caiegilnei or ectivrtics, Withdrawals to nleet tlre cost3 of stanrng up the Proiect inay b€ mace From the date of entry into fcrce of the Ag:eerneirt, subrecl to any rirntts eslabiishrd in the Ftnancing Agreement.

Section 4,O3.
Section 4,O3.

Appt ic$tionr,tor \allthdra$ral (ai When th€ tlorrowerlRecrprent wlshes !o rcquest a wthrrra$ral from the toan and/or Grant Aacounls, the Borroryer/Recipient shall deirver to the Fund an apFllrntlon 'n the 1on)l specriiee tilerefor Dy the Fund, together wrth such docurnents and other evldence rn support oi such apphcatron as the Flifld shall reason.
:rLly re4ti"st (b) The Borrow€r/Recipient shall furnish to the Fund satisfacory evicence ot trte authority of the person or persons authorlsed to sign sudl applications and the authenticated q)ecimen sqnattrre of each such person.

(c) Each such applkation, and the accompanylng documcnts aod other cvioence, must be suificient to satisfy the Fund that the Eorrower/Reciplent is entited to such withdrawal.
(d) If the Borrower/Re.ipient requests a rvitfttrawal from th€ Lcan andlor Grant Accounts for arnounts to be paid thereafter for Eliglble Exp€ndltures, the Fund may, before transfemng such amount to the Borrower/Recipient, regurre that the Borrower/R€citient provide €vidence satisfrctory to the Funo shorrytng that previot s withdrawals have been properly spent for Eligible Expenditur€s.
The Fund rnay place reasonable kmits on the amount that th€ Borro$erlRecpieflt may withclraw rn advance or the overall balance of such advance withdrawals, and may reguire that such amounts be held in a frecly convErtible currencf and/or b€ held in an account designated for that purpose in a bank acceptable to the Fund.

Nothrng stated rn these General Conditions concernlng acceptabillty of a bank shall be consttued as a warver of any right, power or rcmedy available to the Fund otherwise.
S€ction 4.O4, Transfer by the Fund Upon rec€ipt of an authenticated and satirfactory appllcatbn for withdrawal from the Borror{erlRecipient, the Fund shall tra|s er to the account specified by the Borrower/Recipient the amount specifi€d therein.

section 4.O5.

Valuc oatef, o, n ithdtawalt A vvrthdrawal shall be deemed made as of the day on whkh tlre relevant financial institution dcbrB the account of the Fund chosen For the p rpos€ of drstursing suclr withdrawal.

Section 4.06.
Section 4.06.

Allocetlons and R.rllo€ation3 of Fln.ncing Pro€ccd9 (a) A l-lnanang Aoreement may 3ilocate the arnount of the Fmancll|g to categories of 'Eligicle Exp€ndltu!

'es and specify the petcentdges of such Ellglole Expenditures to be frnanccd by the Financing.

(b) The Fund shall monitor the uses of the Financing in order to determinc when the allo<ation to a category has becn depleted or is about to be dcpleted.
(c) lf the Fund determines that the amogrt of the Fhancing allocated in the Flnancing Agreement to a category of Eligible Expendltures Is or wlli be lnsufflcient, tl.
'e Fund may, by notrce to the Borrower/RE€rpicnt: 14 (,) retsllocate to such category amounts of the Flnancing allocated to another category to the extent required to meet the estimated shortrall; and./or (ii) rf such reallocatlon will not lully meet the estlmated shortfall, reduce the oercentage of such Ellgible Expenditures to b€ financed by the Flnanclng.

Section 4.07.
Section 4.07.

EllClble Expendlturer (a) The Flnancino shall be used e)clusFely to flnance expena,ltures meeflng each of the followiog eligibility requirements: (i) Thc expendrture shall meet the reasonable cost of goods, works and services required for the Prolect ancl covered by the relevant AWPB and procured in conformrty with the Fund's kocurement Gut(tslines.
(ii) fhe expendrture shall be incuned durhg thc Project lmplementauon Period, cxcept that expenditures to mact the costs of winding up the Pro]ect may be lncurred after thc Proled Completbn Date and before the Financlng Closing Date- (rI ) (iv ) The erpendrture shall De incurred by a horect Party.
If the Agreement allocates the amount of tlle Financlftg to categories oF Eligible Exp€nditures and spcciflc3 the percentages of such Eligible Erpenditures to be financ.d b,y the Financing, the expenditure must relate to a category whose allocatlon has mt baen depleted, and shall be eligrble only up to the percentage apdicable to sudr cateqory.

(v) The expenditure shall be Gherwire cllgible ln accordance with thc terms of the Finandng Agreemefit.
(b) The Fund may from time to tirne erclude certarn types of expenditure from eligibility.

(c) Any payment prohibited by a decislon of the United Natrons Secunty Council taken under Chapter VII of the Charter of the United l'aations, shall not be eligible tor tlnanclnc by the Frnancing.
(d) Any payments to a person or an entity, or for any goods, works or servrces, if makrng or recerving such payment constitutes a Prohibited Practlce by any representative of the Borrower/Reciplent or any Proiect Party, shall not be eliglble fo.

trnanchg by the Financing.

S€ction 4.08.


RGfund of Withdrairralt L the Fund determines thar any arnount wrthdrawn fmm tLe Loan and/or Grant Accounts was used to finance an erpenditure other than an Elhtble Expendlture or wili not be needed therealter to flnance EllglDle Erpendltures, the BororYer/RedPlent shall promPtlv refund such amount to the FlJnd upon lnstructlon by'fie Fund.
Except as the Fund shall otheRise agree, sudt refund shall b€ made in the currencY usc{ by the Fund to disburse such withdrawal, Thc Fund shall crcdit the Loan and/or Grant Accounts with the amount so refunded, i5 ARTICLE V - LOA!

{ SIRYTCE P3Yl.tEl{IS.

section 5.O1.

Lehdlng Termt (d) Lodns provrded by the Fun,J shnll be exterided on ttle terrns Sffecifred in the ,:inanciirg Agreemeni and determined in accordance wlth the applicable lendlng pclicies cf the Fund.

(5) Interest and service (ha!


'ge shail r.crue on tjie outstanding principal amount of ttle Losn and shall t'€ computed on the basis of a 360-day year or twelve {12) 30-day morrths.

The Fun{l shall provide the Eorrower with a statement of interest and/or service charge due generated on the billing due dat€s specified in the F;nancing Agreement and rhe Bon'ower shell efiect payment within thlrty (30) dafs ot such date.
(c) The Fund shall puDlisi'l the IfAD Reference Interest Rate appllcable ln each lnterest period.

(d) Ouring the grace period, intercst and/or s€rvice charge gtrall accrue on ttle ' outstanding prlncipal amount of the Loan and shall be payable semi-annually on the billing due dates.

but no payments ot principal shall be due.


Section 5,O2, Rcpaym€nts and Prcpaymcnts of Prlnclp.l (a) The Borrolver shall repay tne aggregate prlncrpal amount of the tran withdrawn from the Loan Accouot in semi-annual instalments, calculat€d on the basis of the total princigal ,rnount over the maturity penod minus the grace period.
The Fund shall inform th€ Borrower of the dates and amounts of the paym€nts as soon as possible after the start of the p6ird of maE!.lty of the Loan, lf the total prlncipal amount of the Loan is not fully disbursed, upon cancellation of tfie undisbursed pnncipal amount the schedule of repaym€nts shall be recalculated on rhe basls of the amount aclually disbursed minus principal repayments akeady received by the Fund.
(b) The Sorrovver shall have the right to prepay all or any part of the principal amount ot the Loan, provided thd!

the Eorrower pays all acsued and unpaid interest and/or se;'vi(e charges on the amount to be prepaid as of the pr€payment date.

All prepayments shall be credited against the remainlng Loan rnstalments In such manner as the Borrower and the Fund shall agree.
Section 5.O3, l'lannea and Place of Paymcnt All Loan Servi@ Payments shall be paid to such accouflt or accounts in such bank or other financial institut,on as the Fund may deslgnate by notrce to tlle BorrDvrer.

Section 5,o4.

Valuc Oate3 of Lo.n Sel.

tcc Payrnents Loan Service Payments snall be deemed made as of thc Cay on which the account of the €redit€d with such smount.
II the amount ls crcdited Fund designated therefor ls prop€rly within the period indicated in Section 5.01(b), th€ value dat€ ot payment shall be the billing due date.

lf tho amount b credited after the period hdicated in Section 5.01(b), the value date of payment shall be the day the arnount is credited.

l6 a8II9LE!L: -e{8 R E NCY P R OV!S!O!

*S Section 6,01.
*S Section 6,01.

Currencies for Withdrawals (a) WithdEwals trom the Loan and/or Grant Accounts shall be made in the respective currencies in which exp€nditucs to b€ ffnanced out of the proce€ds of the Financing have been paid or are payable, or in such currency or curencies as the Fund may select.
(b) The Loao andlor Grant Accounts shall be debited by the amount wlthdrawn in SE Denomination Currency or, iF the amqrnt so withdrawn is disbursed in another curency, its equivalent In the Denomination Cutrency as of the value date of withdrawal.

S€ctlon 6.02.

Loan S.rvlce Paymant Currcncv All Lorn Scrvice Paymcnts shall be made in the Loan Service Payment Currencl specilied in the Financing Agreement.
Thc amount of any Loan Service Payment shlll be converted into the Deoomlnation Currency, if ne@ssary, at the rate applicable on the valuc datc of payment in accordance with the provisbrE of Sectbn 6.03.

S€ction 6.03.
S€ction 6.03.

Valuatron of Currencics The rate of conversron from one currency to another, or from a curency to Special the published rate of fie lnternational Monetary Fund arrailable Drawrng Rights, shall b€ to the Fund on the value date of payment or withdrawal, as the case rnay be, or srrch other rate as the fund may notify to the Eorrovrer/RecrpGnt.

Sctlon r.Ol.
Sctlon r.Ol.

P?orc.t lmd.m.nt 'tlqr (a) fhe Borovver and each of the Prqcct Parti$ shall carry out the Proirct (i) with due diligencc and efficiencl; (ii) in confo!

"mity with appropriate admintsb'atave, eflgineering, frnanclal, oconomk, cperatronal.

envlronmental and agncultural development practices (includrng rural development practkes) and gocd governance; (iii) rn accordance r,rith plans, design standards, specificatioos.

procurement anc w.!
procurement anc w.!

'k sihedures and construction tnethods agrEed by the Sorrower/Recipient and the Fund; (iv) in acccrdance with the provisions oFthe relevant Agreement, the AWPBS, and the Procurement Plan; (v) in eccordance wi'.h the poiictes, criteria 6rid rCgulatrons relating to agnc'..lltural development financing lald down from tirne to timc by the Governing councal and ExecutiYe Boa.d cf thc Fund; and (Yi) sc as to ensu:c the sustairrabillty qf its tchievcments over tl.ne.
(b) (i) Prolects shall be rrxplemented on the basis ofan Annual Workplan and Budget (AWPB).

The Lead Project Agency shall prepare a draft ProJect AWPB for each Project based, to the extent approprlate, on the draft AWPBS prepared by the vanous Prolect Parties.

Each draft Prorect AWPB shall include, among other t7 things, d detailed dGcriptron of plenned Proiect aativiues durinE the coming Project Year.

a Procurement Plan.

arld the scurres and uses oF funds.


(ii) Before each Project Year, the Lead ProJect Agenl-|/ shail, if required, submit rhe d!

'aft Prcrect AWPB to the oveEight body desBnated by the Borrr,wer/Ferlprent fcr rts rEview.

When s.J revietred, Itr€ Lead Praject Agency sha,l subrnit tne draft Project AWPB to ihe Fund lor cornments no later than sixty (60) days before thc tleginning of the relevant Project Year.
If the Fund does not comment on the draft Project AVrpB withrn thirty (30) days of re(eipr, the AWPB shell b€ deemed acceptable ro the Fund.

(iii) Th.

Lead Proje,:t Agency shall adopt rhe Project ATYPB in the form accepted by the Fund.

(rv) The Lead Pro)ect Agency may propose adjustmerrts rn the Pro.lect AWPB during the relevant Proj€ct Year, whlch shall become effective after acceptance by the Fund.
Section 7.02, Avlibbility of Flnrndng Procccdt (a) The Borrower/Recipient shall make the proceeds of the Financing available to the Prolect Pa(ies upon terms and coff itions specifred in the flnancing Agreement or otherwise approved by tne Fund tor the purpose of carryrng out the Project.

(b) The Financing Agreement rflay.


provide that the BorrowerlReopient open and maintain (i) one or more ttoject Account(s) for Projert operations In a bank acceptable to $e Fund, andlor (ii) one or more Designated Account(s) to rcceive advances in accordance wlth Section 4.03(d).

The Borrower/Recigient shall identify the ProJect Party responsible for operating such account or accounB.
Unless othenyEe specified in the Financing Agreement, such accounB, shall be operated in accordane wkh the applicable rules and rgulatlons of the ProJed Party responslble therefor.

Nothing Stated in these General condltions concerning acceptabillty of a bank shall be construed as a waiver of any dght, po$rer or remedy availaDle to the Fund othervrise.

Section 7,O3.
Section 7,O3.

Avallability ot Addltional Resourccs In additron to the proceeds of the Financlng, the Borrower/Recipient shall make available to the Project Parties srrh funds, facilities, services and other rosouftes as may be required to carry out the Project in ac@rdance with Section 7.01.

Section 7.O4.
Section 7.O4.

Coordinatiofl of Activlties ln order to ensure that the Prorect is carried out in accordance with Section 7.0:., the Borrower/Reciplent shall ensure that the rdevaat activitles of lts ministnes, departments and agenoes.

and those of each Projeql Party, are conducted and coordlnated in accordance with sound administratrye policies and procedures.

Section 7.O5, Procurement (a) Procurement d goods, works and servkes financed by the Flnanclng shall be carried .
out in accordance w&h tie provlsbns of tfle Borrower/Reclplent's pmcurement regulations, to the cxte,* such are conslstent with the IFAD ProcuremGnt Guidellnes.

Each Procuaement Plan strall ldentify procedures which must be impleolented by the Borro*erlRedplent ln order to ensure consbt€ncy with the IFAD Procurement Gu'delines.
18 (b) By noticc to the Borrower/Reciplent, the Fund may requlre that all bidding documents and contracts for procurement of goods, works and servlces financed by the Financing include provisions requlring bidders, suppliers, contractors, sub- Contractors and consultants to: (i) allow full rnspection by the Fund of all tid docunrentation and related records; (il) marntain all docume,lts and records (lncluding electronlc records) related .o a bid or contract lor at tsast three (3) years after comphtion of the procuremenr proc€sgor contract executbn; and (iil) fully cooperate vrith agents or reprcscntatives of the Fund carryhg out an audlt or investigEtion.
Sectlon 7.06.

Fraud and Corruptlon The Borrower/Recrpient and the Prclect Parties shall ensure that the Project is carried out irr accordance ryith the provisions of the IFAD Polry on Preve,rting Fraud and Corruption in its Activrjes and Operations, as may be amended from time to time.

fhe Fund may take appropnate measures in llne with such Policy.

Section ?.07.
Section ?.07.

Sexual Hara65ment, Scxual Exploitrtlon and Abuse The BorrowerlRecip:ent and the Project Parti6 shall ensurc that the Project is carried olt in accordance with th€ provisaons of the IFAD Polky on Preventing and Responding to Sexual Harassment, S€xual Erploitation and Abuse, as may be amended from time to time.

The Fund may take appropriate measures in line wlth such Pclicy.
kion 7.08, Ure of Goods and Sarvicas All goods, services arE buildings finarred by the Financing shall be us€d excluslvely for th!

purposes of the Pmrect.

Section 7.O9.

ll.intcn.ncc The Borrower/Recrpient snall ensure that all faciliues and clvil wolts used in connectlon wath the Project shall at all times be properly operated and maintaincd and that all necess.rry repairs of such factlitles shall be made promptly as needed.

S€ction 7.1l,.
S€ction 7.1l,.

Insurtnce (a) The EorrowellReciptent or the Lead Pror.ct Agency shall insure all goods and burErngs used in the Project Jgainst such rlsks and in such amounts as shall b€ consastent wrth sound commercial Practice.
(b) The Borro*erlRectptent or the Lead Prorect Agency shall insure the goods imported for the Project whlch are financed by the Financing agairEt hazafds incident to the acguisition, transportation and delivery thcreof to tha place ol use or installation ln accoidance with sound comm€rcial pfactlce.

Scction 7.
Scction 7.

11, Subsidiary Agrecmlnt3 (a) The Bcrrorver,/ftecipicnt shall ensure dlat no Frolect PartY shali €nter into any subsidiary Aqreement, or consent to any modification thereof, inconsistent with thc Financlng Agreement or the Project Agrcement.
r9 (b) The Borrow.-..,/Recipirnt and eacfi Poect Pany shnll exercise its rights und€r any SubsioBry Agrcement to ithrh rt rs party to ensure that the intere.sts 6f tfie Borrovrei/Reciplr..Di and the Fund are fully protected a d the Projcct ls aJrTied out rn atcordance with Sect,on 7.01.

{:) tto prcvisioll of any Subsidia.y ,lgrcemeni to which t,':c Borro$er,/Re..ip jeot is a pa(y sDali Le assig.rcd.

wrived, suspended, at roqated, amenceo or otherwise mo{liRed wrthotit the oilor Consent of the Fu:'ld.
(d) .

Ihe Eorrower/Rectpient shall bear any foreign exchange risK under any Sulrsidiary Agreement (o rr/hich !

: ls party, uriless othefiflrse irgreed by tlr€ Fund, Soetion ,.12, Performarlce of thc lur€emettts (a) Thc Borrower/Recipient shall be fully r€sponsible to the Fund tor the due and tinrely performance ot all obligations ascribed to it, the Lead Project Agency and all other Project Parties under any Agrcement.
To the extent any Prorect Party enjoys legal personality separate from the Borrower/Recipi€nt, any reference to an obliqation of such Prorect Party ln an Agreement shall be deemed an obligatron of the Sorrower/Recrprent tc ensure that such Prcject Party performs such oblrgation.
The acceptance by any Proje€t Party of any obllgation ascribed to it in an Agfeement shall not affect tlle retponslbilities and obllgations of the Borrower/Recipient, (b) The Eorrower/Recipient shall takc all necessary or appropriate action ryithin its powers to enable and assist thc !€ad korect Agency and any other ProJect PDrty to perform its obligations under en Agrecment, The Borower/Rccipient shall not take, and shall not permit any th,rd t,; rty to take, any action that would interfere vvlth such performance.
Soction 7.13.

Xey Proiect pcrtonnd The Borrorver/Recrpient or the Lead Project Agency shall appoint th€ Project Drrector and all other key Project personnel in the manner specified in the Agreement or otherwise approved by the Fund, All key Proiect personnel shall have qualiflca(ons and experience specrfied in the Agreement or otherwbe approv€d by the Fund.

The Sorrorver/Recipicnt shall exercise best efforts to eGgure continuity in key Prqect peGonnel throughout the Project Implementation Perlod.
The Borrorver/Rfcbient or the Lead Prolect Agency shall insure key Projest personnel agEinst health and accident risks to the extent @nsistent wlth sound commercial practke or its cusbmary practlce in respect of its national civil service, whichever is appropriate.

Section 7.14.

Proicct P.rtics Each Pro)ect Party shall.


as r€qurred Sectlon 7.01: (a) promptly take all necessary or appropriate actlon to maintain its corporate cxrstence and to acquire, marntain and renevv its rightt, propertles, powers, pnvileges and franchrses; to cerry out tne Prorect rn accordance vrith (b) (c) (d) employ competent and expenenftd nranagemerit arrd peEonnel; opcratc.
maintain ond replacc its plant, equipment and other propertlcs; and not sell, lease or otnerwrse drspose oF any Of the Project's assets, except normal course of busrness or as agreed by the Fund.

in the 20 Scction 7.15.

Alloc.tion of Proje€t Resourccs The Borror{erlReclpent and the ProJect Partl6 Elrall ensure that the resources and beneRts of the Project, to the fullest extent practkable, are allocated among the Target Popu16tion using gender drsaggregated methods.

Section 7,16.
Section 7,16.

Environrn€ntal Factors The Borrower/RedpEnt and the Prolect Partres shall take all reasonable measures to ensure that the Project is carried out with due drligence in regard to environrnental facto6 and in conformrty 'rvith national enyironmental laws and any international treaties to whicn the POect Member State may be party.
In particular, the Projed Parties shall maintain appropnate pest management practices under the Project and, to that end, shall comply rrith the principles of the lnternational Code of Conduct on the Distribution and Use of Pesticides of the Food and Agricultute Organization of the United Nations (FAO), as amended, and ensure that pesticides procured under the Project do not include formulatioo which ryould b€ classllied as Ertremely Hazardors (Class Ia) or any pestaeid€ Highly Hazardous (Class Ib) according to The wHo R*ommended CEssitication of Festicrues by Hazard , as amended.
Section 7.17.

Rcleodlng Rates During the Project lmplementation Period, the Eorrovrer/Reciprent and the Fund shall reviev/ the interest rates applicable to any credits extended to mernbers of p€riodrcally th€ Target Population vrhkh are Rnanced (difectly o!

'lndirectly) by the Rnancing.


These reviews shall be conducted jointly with the objecdve of reaching or marntarning positive interest rates over tirrle, The Borrower/Recipient shall take any appropriate measures, consistent wrth its polkies and the Fuod's polkies, to a€hieve that objective.

Among such measures, the Borrower/Recipient and each Project Party extending st,clr cr€dlts shall endeavour to minrmEc its costs.
For purpose of this Section, the term "positive interest rate" means, in respect of any credit extended by any Proiect Party, an interest rate whrch, after grvrng effect to inflatron, pednlts Such Project Party to reco\€r its costs and achreve sustaiiabrirty.

s€ction 7.18.

Prorect Compl.tlon that the ProJect Par0es complete the hplementation The Eorrower/Rectpient shall ensur€ oF the Project by ttrc Proiect Completion Date.
The Fund and the Borrower/Recipient shall agree on the disposition of the assets of the Prorect upon its @mplction.

aRTISLC Vlrr - rllpfEHErrrnor xEPoRTrtlG Alro rxFoRtaATrot{ Section 8.01. lmplstrentatlo{t R€cords The Eorroieer/Recioient shall ensure that the Prorect Parties maintain recotds and documents adequate to reflect their operations in implementing the Project (including, bur.
not lirnited to, copres or orig,nals of all corr6Pondenae, minutes of meetinqs and all documents relating to procurement) untll the Pndect Completlon Date, and shall retain such records anr, Cocuments f(r at least ten (10) yeers trierea,ter.

2l section 8.82.

Honltoilng of ProJect Impl€m€nt tlon The Lead Prorect Agency shall: (a) .
establash end thereaftcr mairtain an appropriate information ftranagemcnt system in acccrclence with rhe Fund's operationai guicrellns anc Results Measurcrnent Framework, (ir) during tlle Prolect irnplerileFtation Period.
gather all dab aod other i'e;evant infornration (including any arid ali inforrnation requested by the Func) necessary to mooitor the progres5 of tll€ rrnph:mentation of tne Project and the achievetnent of its objectives; and (c) during the Projcct lmplemefltation Period and for at least ten (10) ycars thereafter, adequately store such information, and, promptly upon reeuest, make such information avaiiable to the Fund and its repressntatives and agents.
S€ction 8.O3, Progreis Repo and Mld-Term Rsvi€ws (a) The Le3d Prolect Agency, or other party so designated in the reEvant Agreement, shall furntsh to the Fund pcriodrc progress reports on $e Prorect, in such form and rcqu€st.
At a minimum, such reports shall substance as the Fund shall r€ason6bly address (l) quantitative and qualitative prcgress made in implemerting the Project and achieving its objectives, (ii) problems encountered during the reporting period, (rii) sreps taken or proposed to be taken to remedy tfiese problems, and (lv) the proposed programme of activit,es and the progr6s expeEtd during the Followlng repfiing period.
(b) If specified in an Agneement, the Lead Prorect Agenq and the Fund shall jointly carry out a rgr'iew of Project inrplementBtlon no latcr than the midpolnt of the Project Implementation Period (the 'Mid-Term Revlew') based on terms of reference prepared hy the Lead Project Agency and approved by the Fund.
Among other things, the Mid-Term Review shall consiJer the achlevement of Prolect objettives and the constralnts thereon, and recommend such reorirntation aE may be requlred to achieve such objectiyes and remove such constTaints, (c) The Borrower/Reciplent shall ensure that the tecommendations resulting from the Mid-Term Revlew are imdemented wlthin the specifi.d time thcrefor and to the satisfaction of the Fund.
Such reoommendations mly result ln modifications to the Agreement or cancellation of the Ftnancing, Section 8.O4.

Completion Repod As promptly as posslble aft€r the Proj€ct Completlon Date but rn any event no later than the Financing Closing Date.

the Borro erlRecident shall furnish to the Fund a report on the overall rmpl€mcntatron of thc Project.

in gJch form and srbstance as may be specified in the Financing Agre€ment or as the Fund shall reasonably request.
At a minrmum, such report shall iddrr€s (l) the costs and benefits of the Project, (ii) the achrevement of rts obrectlves, (ii0 Ole pedornBnce by th€ Eorrower/Recipient, the Project Parties.

the Fund o, thelr rEspectlve obllgations under the Agreement, and (,v) lessons leamed from the foregolng.

section 8.o5.
section 8.o5.

Plans .nd Schedules The ProJect Parties shall fu"nish to the Fund promptly upon Sreir preparation, such plans, desrgn stafidards, repcrts, contract do€uments, specifrcations and schedules relatlng lo the ProjeLt, and any materral modiflcatioos subscquently made therein.

22 Section 8.06.

Other Implcmcntatioar Reports rnd Informatlon.


in adoltron to the reports and information required by the foregoing provrsions of thrs Article: (a) The Borroaer/Recipient and the Proj€.ct Parties snall promptly fumlsh to the Fund sudr othcr reports and anformatlon as the Fu d shall !

'easonably reeuest on any matter relating to the Prorect or rny Project Party.
(b) The Eorrower/Recipient and the Project Partres sharl promptly rnform the Fund of any condition that interferes with, or threatens to interfere with, the implernentation of the Poect or the adrlevement of its objectives.

ln particular, the Borrower/Recrpient and the Prorect Partl€s shall promptly notify the Fund of any allegailons of fraud andlor corruption that arc received in relation to any of the Project activities.
(c) The Borrower/Recipient and the Project Parties shaii promptly inform the Fund of to Sexual any non-compllance witll the IFAD fblicy on Preventrng and R€spondrng Harassment, Serual Exploltation and Abuse.

ARTICLE IX .

FIIIAiTIAL REPORTIXG Af,D IXFORiIATIOTI S€ction 9.O1.
Fln.nclal Records The ProJect Parti€s shall malntain separate accounts and records in accordance with consistently rnaintained appropriate accountingr practaces adequate to reflect the operatrons, resources and expenditures related to the Prorect until tlle Financinq Closing Date, and shall retain such accounts and records for at least ten ( 10) years thereafter.

section 9.o2.
section 9.o2.

Fin.ncial Statements The Borrower/Reciplent shall dehver to the Fund detaiied financial statements of the operattons, resources and expend ures related to the Project for each Fiscal Year prepared in accordarrce with standads and prcedures acceptaDle to the Fund and deliver such financial statements to the Fund within four (4) months of the cnd of each Fiscal Year.
Sectlon 9.O3, Audlt of Accounts (a) eadr Flscal Yea., have the accounts r€litlng to the Project audited by independent audltors acaeptable to the Fund in accordanca wlth audlting standards accefiable to the Fund and the conceptual FEmework for Flnanclal Reporting and Auditing ot tFAD-flnanced ProJeds and Related Hardbook ; (b) within six (6) mgnths of the cnd cf cach Fi3cal Yeir, fumlsh to the Fund a certifld cop,y of the aud[ repon.
The Sorrower/R6lplent shall submit to the Fund the rePly to lhc manager:*nt letter of the auditor6 rvithin one inonth of rEcelpt theteof; (c) if thc Bcrrower/Reciptent does not timely fumrig anv required audit report m satisfadory iorln and the Fund determlnes that tlii &rircwe!

'/Reaipient is un,ikely to do so withio a reasonable perbd, the Fund may ?ngege lndependent auditors ot its <hoice to audit the accounts retating to me Prc,ject.
The Fund may tlnance the cost of such audlt by withdrawal from tha Loan and,'ar Grant Accounts.

23 gectian 9.04.

Cth€r finsnclal Eeports and InforFdtion In addltion to ttre reports anc lnformation requi!

"ed by tlrc foregorng pnovrsions of $iis Article: (:) Tire Borrowe./Recipient afld the l,rolect Po!
'ties sha'i piomlltly furnish to the F.J,)d such other r€ports and lirfurmatlon as ttle Fr.hd shall reascnably requ,Jst orl Jny Findncial m3tter relating tc the Financing or the Proiect or any Pto.lect Pa y- (b) The Borl'Irrtlr/Recipient and the Guat?nlor sh6ll promptly infornr the Fund of a y aondltlon thSt ioterfeaes yJith, or threatens to tnterfrre wtth, the maifltenance cf Loan Service Pa'/ments.
(c) The Prorect Hember State shall promptly fumtsh to the FunO all information that the Fund may aeasonably request with r6pect to nnanoal and econonric corlditions in its territory, includrng its balance of payments and its extemal debt.

AITUCLE-I-:-EAAffITAILAil Section 1O,O1, Coop€ratlon, Gcnarelly The Fund, the Coopeftiting Insdtutron and each Prcrect Party shall cooperate fully to ensure that the oblectrves of the Prolect are achieved.

Sectlon lO.O2.
Sectlon lO.O2.

Exchange of Vlews The Funo, the Borrower/Reclprent ano the Lead Project Agency shall, from tirne to time at the request of any one of then, exchange views on the Prolect, the Financhg, or any Pro]ect Party.
Scction 10.03, Ylrits, hspectlons and Enqulrics The Borrower/Recrpient and the Proiect Partles shall enabie agents and representatives of the Fund frorn tlme to time to: (a) yisit and lnspect the Proicct, including any and all sat s, rvorke, equipment and other goods uscd for ProJect-related purpGes; (b) e:amrnc the originals a d take copies of any data, accounts, records and documents reievant to the Frnandng, the Pmrect, or any ProJect Party; and (c) visit, aommunrcate wrth and make enqurries of all Pm]ecj personnel and any staff member of any Prclect Party.
section 1o,o4, audits Initiated by thc Fund The Borrower/Reclpient and the ProJect Parties shall permit auditors designated by the Fund to audit the records and accounts rebting to th€ Project, The Borrorver/Reciplcnt and the Prolcct Partics shall cooperate fully wtth.ny guch audit and occord the auditors the full rights arrd privileges of agents or representatives of the Fund under Sectlon 10,03, \rrth the ex@ptlon of audits carried out in ac@rdance with Section 9.03(c), the Fund shall bear the cost of such audits.
Slction 1O.O5.

Evaluations of the Prorect {a) The 8ofio'l,er,/Recrprent and each Pror€{t Party shall faot tate all evaluations aad reviews ol the Prorect that the Fund may carry out durrng the P!.oJect Implementatlon Period and for ten (10) years thereafter.
(b) As used ln thls Sectlon, the term "tacllttata", ln addltion to futl complianc€ with Artkles VlU, lX and thls Article X ln respect of such evrluadons and reviews, lncludes provldhg tlmely loglstical support W making avallable Prorect personnel and equlpment and promptly taking such dter actlon as the Fund may request ln Connection with such evaluations and r€views, but does nct include incurring out- of-poctet exrenses.

Scction 10.06.
Scction 10.06.

Country Portfolio Reviews The Project l.lember state shall permlt the agents and reprcsentaoves of the Fund, in consultatlon rvith the Project l!
'lember State, to enter its terl itory from time to time to exchange vrews with such persons, vrsit such sites, and exanrrne such data, records and documents as the Fund may reasonably request in order to carry out a general review of all prcjects and programmes financc{, in whole or in part, by the Fund in its territory and all nnanclng extended by the Fund to the Prorect Member state.

The Prolect Member State shall erlsure thdt dll .oncerned parties cooperate fully in surh revlew.
ARTICLE XT - TAXATIO'I Scction 1 1.O1.

Taretion (a) The Financtng and ail Loan Servke Payments siall be €xernpt from all Taxes, and all Loan Servlce Payments shall be mada free and clear of Taxes.

(b) The Agreeq'ent shal!

be exempt from any Taxes or signature, delivery or reqlstlatron.

(c) The use of any pro(eeds of the Financing to pay for Taxes is subject to the Fund's policy of requinng economy and efficicncy h the use of its Financing.
Therefore, if the Fund at any time determrnes that the amount of any such Tax rs excessive, discrimrnatory or otherwrse unreasonable, the Fund may, by notice to the Eorrower/Reciprrnt, reduce the percentrges of Et$ble Expenditures to be ftnanced by the Financing which are specltled ln tfie Financing Agreement.

ARIICLE xI[: RE]ICOIFS oF THEJUI{D scctlon 12,01, Su6penalon by th.
Fuod (a) whenever any of the following events has occurred and ls contlnding, ihe Fund mav susFe4d, rn whote or ln part, the rlght of the Eonofrer/Reciplent to request rrthdrawals arorn the Loan and/or Grant Accounts: (r) The Borro$rer has failed to make 6ny Loan SeMce Payment vrhcn duc, r'rhetl)er o. not the Guarantor or any other thlrd party has rride such Loan Sen'ice PaYmeilt.
('i) The Borrower/Reclpicnt has faibd to make anY payment due under any other Financrng Agreement, Guarantee Agre€ment, or other financial obftgatron of any kind of the Borrower/Recipient to the Fund, whetier or not any third party has made such payment.

?5 (iii) (iv ) The Guarantor has lbileC E) mnke any Loafl S€ruice Payment wh€n dua Tne Gttrraolor.
has iaiiP-(l to m.rkE ary cayrnent drle under any othet Flnancrng oi Guarantee Agreement bet\ieen the Guarartcr and the Fund, or other ftnsncial obli0atrcfi of any kind of the Cuarantor to the Frnd.

(v) Tle F,Jn., ha6 d-.termined that the Project has taait:d to fu!fi!, or ls unlikely to fulnl in a timely mairrar, its purposes as stated in the Agreement.
(vr) Tne Fuod has determkred that a sltuation has arisen whidr may mak3 it ,mprobabie that the ProJect cnn be succesfully carried out or that any ProJect Pany wlli be able to p€ffornr any ol lls obllgatbns ,Jnder any Agreement.
(vii) (viii) (ix) (x) The Project Hember State has been suspended from membership in the to be a l,lember State; or the Protect Member State has Fund or ceas€d delivered a notice of its intention to wlthdraw from the Fund, Any representation made by the Bormwer/Recipient, the Guarantor, or any Prclect Party rn any AEreement, or any statement furnished in connectlon therewrtir and relred upon by the Fund ln makrng the Frnandng, is iocorrect o. misleading in any material respect.
tf the Borrower./Reclpaent is not a Memb€r S,tate, the Fund has determrircd that any mate.lal adverse change in the condition of the Borrower/Recipient has occurred.

Erther the Borrower/Reciplent or the Guarantor has been unable to pay its debts generallY as they come due.

(xr) Any cornpetent authority has taken action for the dissolution of the Lead Project Agency or suspenslon of its op€rations.
(xii) Any comp€tent authority has taken action for the dissolution of any Prorect Party (other tlran the Leaat Project Agency) or suspensiofl of its op€rations.

and the Fund has determined that such dissolutlon or suspension is likely to haye a material adverse effect on the Project.

(xir) The frorrorver/ Reciplent has failed to make aoy funds, factlities, servces and other resourceg available to the Project Panles in accordance wrth Sections 7 .O2 or 7 .O3.
(xiv) (xv) (xvi) The Fund has not rec.eived any audlt report or other document referred to in Article vIIl (lmdementation Ret)orting and Informatlon) or Anicle IX (Financtal Reporting and Inrormatlon) wlthtn the me prescrlbed rhereror in the Agreemenls, or the audit report ls not fully satarfactory to the Fund, or ihe Borrower/Recipient or any other Project Party has otherwise falled to perfonn rts obhgations under Article VIII cr IX.
fhe Lead Prorect Agency or any other Prolect Party h3s failed to perform any of lts obligat,ons under a Project Agreement.

The Borrower/Reciplcnt or the Lead Project Agency has failed to perform any of its obligations under any Subsidiary Agreement.
(xvii) Any ProJect Party (other than the Lead Pro)ect Agency) has failed to perform any of its obligations under any Subsidiary Agreenrent, and the Fund has 26 deternrined that such tailure has had, or is likely to have, a nraterial advers€ effecl on the Project.
(xviii) Any Sub6idiary Aoreement or any provislon thlreof has been assigned, waived, susfiended, termlnated, amended or otherwise modified without the prbr conscnt ot the Fund, and tie Fund has determined that such assignment, walver, suspension, tennrnation, amendment or rnodifrcaton has had, or is llkely to have, .

material adveGe effect on the Project.


(xix) The fund has suspended, in whole or in part, the right of the Borroryer/Reclpient or the Guarantor to request or make withdrawals under any other Agreement wlth the Fund, (xx) The Boryower/Reclplenr ff any Project Party has ralled to perform any other obligat'on under the Flnanchg Agrecment or any other Aqreement.

(xxl) The Fund determines that any amount of the Financing has been used to finance an expendlture other than an Eligiue Expenditur€.
(xxti) The Fund, after oonsultation with tfl€ Bono$rerlRecipient, has determined that the materlal D€neftbs of the Proiecl are not adequately reaching the Targ€t Populafion, or arE ben€fitirg p€rsons other than the Target Population to the detrlment of tic Ta@et Populatlon.
(xxiir) The Borroyver/Recipient has deraulted in the performance of any Special Covenant se-t forth rn the relevant Agreement, and such default has continued unremedied for a perlod of thirty (30) days, and the Fund has Setermined that such default has had, or is rikely to have, a materiai adversc e'ffect on the Projact.
(xxiv) At any time that the Fund determinas, with respect to any amount of the in by rcprcsentatNas of Ftnancing, that Prohibited Practices were engrg€d the Borrower/Recipient or a Project Party or by any other recipicnts of the proceeds of the Finanong without the Eorrower/Recrpient having taken timely and appropriate action, satistactory to the Fund, to address such practrces when they occur.
(xxv) The Fund, after onsultation wlth the Borrovver/Reclpient, has determined that acts of sexual harassment, sexual exploitatrcn and abuse Yvere engaged in by representatives of the Borrower/Rccipient or a Projcct Pa!-ty or by any other recipients of the proceeds of the Financing urithout the Borrower/Rectpient havlng taken timely and appropnate action, satisfactory to the FtJnct, to address sqch acts when thev occur.
(xxvr) Prccurement hirs not been or ls not b€lng catrled out m accordance wil.h the I FAD Procurement Guidelines.

(xxvii) Upon the occurrence o xrn-occurrc.rce, a3 the case may be.

of any event speclfied ln the relevant Agreemant ai an additiooal ground for suspension.

Srrch iusp*nsion snall become erfective upon dlspatch of notice by the Fund to the Borroryer/Recipi€nt and the Guarantor.
Such suspeoslon shall contlnue until the tund has notrfied the Eorrorer/Recipbrfr ttat the Borrower/Reclpienfs rb!1t to raquest vrlthdrawals has been r*torcd ln whole or in part.

(b) lf the audit report requirecl by Sectpn 9.03 has not been submitted ro the fund wrthrn slt (6) months of the date on which it is due, the right of the 27 Borrolvei/&eaiplcnt to requcst withdrawals from thc Loan and/or Graca Accounts ahall )e sus3err.,ed, unless tne Funil determines otherwise upon reasonrble cause sl'towt'i.
sectiolr 12,02.

Canc€llation by the fund (a) If any sf the frrio,.eing events has occur.eC, the iurrd may cancel in wiole or in part the remaining amounls in the Loan arE/or Grant Accounts: (,) The right of the BorrJ,ruer/Recipient to request t"rithdrawals from the Loan and/or Gr.lnt A(.our')ls has Ueen suspended unCcr Sectbn tl2.0, vyrth rcsEect to any afic.rnt of the Fin6p669 for a c,nt:nuous pertad af at least thrrty (30) iJaYs.
(ii) The Fund determines after consuitation $ith the Borrower/Reciplent that any amount of the Financlng u,/ill not be requir€d to finance the Proj€ct.

(iii) After co'-'rsultation wlth th€ Borrower/Rectpient, the Fund deterrnines, with respect b any amount of th!

Financing.
Financing.

tttat Pmhlbited Practhes w€re engaged in by representatiyes of the Borrower/Reclplent or any Prolect Party or any other reciplent d th€ proceeds of the Flnancing without the Borrower/Recipient havrng taken timely and afrpropriate action, sEtisfadory to the Fund, to remedy the situation.
{iv) The Fund has determlned that any amount of the Fanancing has been tjs€d to frnance an expenditure othet than an Ehglble Expenditurc drd the Borrcwer/Reclprent has failed t0 promptly relund sucn amount to the Fund upon the FJnd's instructions.

(v) The Fund has recclved any notice from the Guarantor terminating its obligatic/rs under the Guarantee Agreement.

(vi) (vii) Tne Mid-Term R-.vlew has r€commemd that the ProJect 0e termlnatecl, Up.
)n the occurrence or non-occurence, as the case may be, of any event specified in the relcvant Rnancing Agreement as an additional ground for cancellation. '

(uii) The Financing has not started disbursing withln eighteen (18) months from entry into force of the Financing Agreernent.

such cancellatton shall Borrower,rReopient.


b€ effectue upon dEpatch of notlce to the (b) Any amounts remaining in the Loan andlor Grant Accounts 5hall be cancelled on the Frnancirrg Closlng Date, except for any dnwithdrayvn balances of apFlications for withdrawal received by the F'nancing Closing Date.

Sectlon 12.03.
Sectlon 12.03.

Car*erl.Uon !,y thG Eorrowq/Reclplant After consultadon with the Fund and wlth th€ concurence of the Guarantor, the Eorrowcr/Recldent may by notke to thc Fund cancel any unwithdrawn amount of the Financing.

Such carrcellation shall become effecthre upon ac*no$,{edgement thereof by the Fund.

28 S.ction 12.04.
28 S.ction 12.04.

Apptkablllty of CancGfi.tlon or SuggGnslon Except as expressly provided ln this Artide, all provisions of the Financing Agreement shall contlnue in full force and effect nohrithstanding any cancellauon or suspension.

Scctlon 12.05.
Accderatuon ot Hatorlty lf at any tlme any of thc tollowing events has ccuJTed, at Eny sub€eqrrot 6me durlng the contlnuance theraof, the Fund may dechr€ the prlnclpal amount o, the Loan then outstandlng, tog€ther wlth all accrued lnErest and other charges th€rson, to be immediately due and payrble: (a) any event spccilled in paragraphs (v) through (xii), indusive, of S€ction r2.0i has occured; (b) the Fund has declared the princrpal of any other loan to the Eorrower/Recipient or the Guarantor then outstanding to be immediately due and payabl€; (c) any event specified in paragraphs (i) through (rv), inclusive, of Section 12.01 has occurred and continues for a period of thirty (30) days; (d) any event sp€cned in paragraphs (xiii) though (xxvi), inclusive, o{ Sec-tion 12.O1 has o(rlrrred and continues for a penod of sixty (60) days after notice thereof has been given by the Fund to the &rrrower/Re(ipient and the Guarantor; or (e) any other event specified in the Financing Agre€ment Secton has occurred and has contlnucd for the peflod, rf any, specrfied Financing Agreement.
'n for the purposos of this the Such declaration shall be efrective upon dispatch of notice to the Borrower/Recrprent and th€ Guarantor, whereupon such princlpal, interest and other charges shall b€come due and payable rmmediately.

Section 12.06.

Other Remedles The rernedics of the Fund set forth in this Article shall not hmit or othenvise preludice any rights or remedies available to the Fund otherwise.

ARTICLE XTII - E'{TRY II{TO FORCE A"D TENTI AIIO Section 13.01.
Entry into Forcc An Agreernent or ame4dment thereto shall enter tnto fotce on the date when both the Fund and the Borro*rlrlRecipient have srgned it, unlest the Agreement states that lt is subJect to ratification, rn which case the Agrecment shall eoter lnto lorce on the date the Fund recerves an rnstrument of ratfication.

S€ctlon 13.02.
S€ctlon 13.02.

Termlnatlon belore ltlthdrawal The trund (nay terrnrnate the A0rceqrent and all rqhts and obligations ol' the partles thereunder it: (a) befurc the date of first vrithdranal from the Loan and/or Grant Accdrnts, any event of suspens@n specified in Section 12.01 has occurred; or 29 {c) E'efore the date of flrst withdrawal from the Loan snd/cr Grrnt Accrunts, the Aorro'.'rer/Recipie.it.
the Gu.,ranior or any other proje€t Fariy ilas tak€n any .1cti.n ln(:onsl.itent lt,lth tlie OUjeCt and puipose oF any Agre"ment, S€ction 13.03, Termlnrtion upon Futl P.?totmrnce ,n Agreenlesi aird ail obilgatrcrrs .uf the partrcs ltcreunder sl:all ienninata when the entire principal amount of the Loan withdrawn from the Loan Account and all interest and oth€r chargas rvhich shail have accrugJ on the Loiln hav€ beeil lald and ivhen atl ottler oblraatlons o|' the partres hlve b€en Fully performed, or when agreEd by the partres.
ARTIGaEIIY:f fORCElBIlITr A o trELAIlD l{AT"ERs S€ctlon 14.01.

EntbFceebillty The Agreement and th€ rignts and obligations of lhe pantes thereunder shall be valld and enForceable rn accordance with their terms, regardless of any lay, to the contfary tn the terntory of the Prolc€t Member State.

S€ctlon 14.02, Faltu.. t6 ErGEise llEhts I,ro delay in exercisi,rg, or failure to exercise.
any right, power or remedy of any party under an Agreernent shall rmpair any such flght, power or remedy, or be constaued as a waiver thereof.

No action or omission of any party in .espect of any detault under an Agreement shall imparr afly nght, poner or remedy of such party ln respect ot any subsequent default.
Section 14.03, Rights an.l Remedles Cumuletlvc The nghts and remeoies oi any pafty under an Agreement are cumuiative and (exc€pi as otherwlse expressly provrded) not exclusiye of any right or remedies that such party would otherYrise have.

Section 14.04.

Settl6mcnt ot Disputes Any dispute, contrcveBy or claim arislig out of, or in relation to, an Agreement, or the existence, interpretation, applicrtion.
breach, termination, or invalidrty thereof, shall be settled in accordance with the Arbitratlon Rules (2012) of the Permancnt Court of Arbitration.

(a) The numbcr of arbitrators shall bc onc (1), (b) The place of a!

'bitration shall be Rome, ltaly.

(c) The language to be used ln the arbrtral proceedings shall 5e the language of the Agreement.

sactlon f.o5.

Apglrc.blc L!ry Any agreements subject to these General Conditions shall be govemed by, and construed rn accordance with, public rnternatrcnal layv.
30 ARTICLC Xv - I{IICEL|II.EOUS PROVTSTONS Section 15.O1, Communications All nctires, mquests and other communications given or made under an Agreement shall be in writing.
Except as otherwlse erpressly provlded in the Agreement, any such notice, reeuest or other communlca0on shall be dcemcd duly glven or made when detivered by hand, mall, telegram, facstmale or emall to tha party to rvhrch it is given or made at such party's addness specifred rn the partrcular Agreement, or at such other address as such party may oesignate by notice to the other paftles thereto.

Se€tion 15.02.
Se€tion 15.02.

Language of F.eporting The Borrower/Reclplent an{, the Project Partles shatl d€liver all reports and information to the Fund in thc language of the Agrement, or in any other language agreed by the Parties.

Section 15.03.

Authority to Take Action The representative or agent so designated in any Agreement, or another persoo duly authorized in writing by such representadve or agent, may take any action and sign any docum€nt in connection wrth such Agreement on behalf of such party.
Sectlon 15,04.

Evldcncc o{ Authorlty tie Guarantor and any Project Party upon request by the Fund, the Borro*,€rlReclpient, shall furnish to the Fund sufficient evldence of the authority of the person or persons referred to in Sp.cbon 15.03, and the authoticrted specimen slgnature of each such person.

Sc€tion 15.O5.

Modilications of the Agrccmcnt The partaes may agree from time to time to modify the terms and conditions of an Agreement or the appl;cation of ttte Agreement.
Any amendrnent to an Agreement shall enter into force in accordance with the proylsbris of Section 13.01 herEof, unless d.le parties agrea otherwise.

t S.ction 15.06.

Chrn3c of Entity or R.prcxatrtlE lf a party wrshes to appoint any successor to, reassigns the responsibilities of, or changes the designation or address of any of the entlties specifled in an Agreement, such party shall give notice thereoF to the other partles.
upon acceptance by the other Flrties, such ne| entiry shall constitute the entity fully responsible for carryrng out the tunctjons assigned to its predeccsscr under the Agreement. '

Section 15,07.

Signature of the AgE€ment The stgnaturE of en Agre€ment by a party shall coostltute the expression of sucn party s consent to tre bound tiereby.
subject only to any ralfication or authorisation rEquired by a rule of internal law of fundamental importEncc and dasclosed to the other party !n writing before such signature.

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