prop · H903152 · 2022-03-14 00:00:00 — Eligible Expenditures and Excluded Expenditures....................................................... Refinancing Preparation Advance; Capitalizing Front-end Fee, Interest and Other Front-end Fee; Commitment Charge, Exposure Surcharge......................................... Place of Payment .......................................................................................................... Currency of Payment .................................................................................................... Temporary Currency Substitution ................................................................................ Valuation of Currencies................................................................................................ ARTICLE IV Conversions of ........................................................................................ Conversion to a Fixed Rate or Fixed Spread of that Accrues Interest at a Rate Based on the Variable Spread ............................................................................................................ Interest Payable Following Interest Rate Conversion or Currency Conversion ......... Principal Payable Following Currency Conversion .................................................. Interest Rate Cap; Interest Rate Collar...................................................................... ARTICLE V The Program ................................................................................................................ Performance under the , Program Agreement, and Subsidiary Provision of Funds and other Resources.................................................................... Program Monitoring and Evaluation ......................................................................... Cooperation and Consultation ................................................................................... ARTICLE VI Financial and ; Negative Pledge; Financial Condition ................ ARTICLE VII Cancellation; Suspension; Refund; Acceleration .................................................. Cancellation by the Borrower .................................................................................... Suspension by the Bank .............................................................................................. Cancellation by the Bank............................................................................................ Cancellation of Guarantee ......................................................................................... Events of Acceleration ................................................................................................ Acceleration During a Conversion Period ................................................................. Effectiveness of Provisions After Cancellation, Suspension, Refund, or ARTICLE VIII Enforceability; Arbitration.................................................................................... Obligations of the Guarantor ..................................................................................... Failure to Exercise Rights .......................................................................................... ARTICLE IX Effectiveness; Termination ....................................................................................... Conditions of Effectiveness of Legal Agreements....................................................... Legal Opinions or Certificates; Representation and Warranty ................................. Termination of Legal Agreements for Failure to Become Effective ........................... Termination of Legal Agreements on Performance of All Obligations ...................... ARTICLE X Miscellaneous Provisions ........................................................................................... Execution of Legal Agreements; Notices and Requests............................................ Action on Behalf of the and the Program Implementing Entity.......... Evidence of Authority ............................................................................................... These General set forth terms and conditions generally applicable to the Legal Agreements, to the extent the Legal Agreements so provide. If the is between the Member Country and the Bank, references in these General to the Guarantor and the Guarantee Agreement shall be disregarded. If there is no Program Agreement between the Bank and a Program Implementing Entity or Subsidiary Agreement between the Borrower and the Program Implementing Entity, references in these General to the Program Implementing Entity, the Program Agreement or the Subsidiary Agreement shall be disregarded. Inconsistency with Legal Agreements If any provision of the , the Guarantee Agreement, or the Program Agreement is inconsistent with a provision of these General , the provision of the , Guarantee Agreement, or Program Agreement shall prevail. Capitalized terms used in these General have the meanings set out in the Appendix. References in these General to Articles, Sections and Appendix are to the Articles and Sections of, and the Appendix to, these General . The headings of the Articles, Sections, Appendix, and the Table of Contents are inserted in these General for reference only and shall not be taken into consideration in interpreting these General . ; Withdrawals Generally; Currency of Withdrawal (a)shall credit the amount of the to the in the . If the is denominated in more than one currency, the Bank shall divide the into multiple sub-accounts, one for each . (b)The Borrower may from time to time request withdrawals of amounts from the in accordance with the provisions of the and such additional instructions as the Bank may specify from time to time by notice to the Borrower. (c)Each withdrawal of a amount from the be made in the of such amount. shall, at the request and acting as an agent of the Borrower, and on such terms and conditions as the Bank shall determine, purchase with the withdrawn from the such Currencies as the Borrower shall request pursuant to Section 2.01 (b). (d)No withdrawal of any amount from the be made (other than to repay the Preparation Advance) until the Bank has received from the Borrower payment in full of the Frontend Fee. (a)When the Borrower wishes to request a withdrawal from the , the Borrower shall promptly deliver to the Bank a written application in such form and substance as the Bank shall reasonably request. (b)The Borrower shall furnish to the Bank evidence satisfactory to the Bank of the authority of the person or persons authorized to sign such applications and the authenticated specimen signature of each such person. (c)The Borrower shall furnish to the Bank such documents and other evidence in support of each such application as the Bank shall reasonably request, whether before or after the Bank has permitted any withdrawal requested in the application. (d)Each such application and accompanying documents and other evidence shall be sufficient in form and substance to satisfy the Bank that the Borrower is entitled to withdraw from the the amount applied for, and that the amount to be withdrawn from the be used only for the purposes specified in the . (e)shall pay the amounts withdrawn by the Borrower from the only to, or on the order of, the Borrower. (a)Except as the Bank may otherwise agree, all withdrawals from the be deposited by the Bank into an account designated by the Borrower and acceptable to the Bank. (b)The Borrower shall ensure that upon each deposit of an amount of the into this account, an equivalent amount is accounted for in the Borrower’s budget management system, in a acceptable to the Bank. Eligible Expenditures and Excluded Expenditures The proceeds may be used for any Eligible Expenditures, but the Borrower undertakes to ensure that these proceeds shall not be used for Excluded Expenditures. Refinancing Preparation Advance; Capitalizing Front-end Fee, Interest and Other Charges (a)If the Borrower requests the repayment out of the proceeds of the of an advance made by the Bank or the Association (“Preparation Advance”) and the Bank agrees to such a request, the Bank shall, on behalf of the Borrower, withdraw from the on or after the Effective Date the amount required to repay the withdrawn and outstanding balance of the advance as at the date of such withdrawal from the and to pay all accrued and unpaid charges, if any, on the advance as at such date. shall pay the amount so withdrawn to itself or the Association and shall cancel the remaining unwithdrawn amount of the advance. (b)If the Borrower requests that the Front-end Fee be paid out of the proceeds of the and the Bank agrees to such request, the Bank shall, on behalf of the Borrower, withdraw from the and pay to itself such fee. (c)If the Borrower requests that interest, Commitment Charge, or other charges on the be paid out of the proceeds of the as applicable and the Bank agrees to such request, the Bank shall, on behalf of the Borrower, withdraw from the on each of the Payment Dates, and pay to itself the amount required to pay such interest and other charges accrued and payable as at such date, subject to any limit specified in the on the amount to be so withdrawn. If the Bank reasonably determines that in order to meet the purposes of the it is appropriate to reallocate amounts among withdrawal categories or modify the existing withdrawal categories, the Bank may, after consultation with the Borrower, make such modifications, and shall notify the Borrower accordingly. Front-end Fee; Commitment Charge; Exposure Surcharge (a)The Borrower shall pay the on the amount at the rate specified in the . Except as otherwise provided in Section 2.05 (b), the Borrower shall pay the Front-end Fee not later than sixty (60) days after the Effective Date. (b)The Borrower shall pay the on the Unwithdrawn at the rate specified in the . The Commitment Charge shall accrue from a date sixty (60) days after the date of the to the respective dates on which amounts are withdrawn by the Borrower from the or cancelled. Except as otherwise provided in Section 2.05 (c), the Borrower shall pay the Commitment Charge semi-annually in arrears on each Payment Date. (c)If, on any given day, the Total Exposure exceeds the Standard Exposure Limit and the Allocated Excess Exposure Amount is applicable to the (or a portion thereof), the Borrower shall pay to the Bank the Exposure Surcharge on such Allocated Excess Exposure Amount for each said day. Whenever the Total Exposure exceeds the Standard Exposure Limit, the Bank shall promptly notify the Member Country thereof. shall also notify the of the Allocated Excess Exposure Amount, if any, with respect to the . The Exposure Surcharge (if any) shall be payable semi-annually in arrears on each Payment Date. (a)The Borrower shall pay the Bank interest on the Withdrawn at the rate specified in the ; provided, however, that the interest rate applicable to any Interest Period shall in no event be less than zero percent () per annum; and provided further that, such rate may be modified from time to time in accordance with the provisions of Article IV. Interest shall accrue from the respective dates on which amounts of the are withdrawn and shall be payable semi-annually in arrears on each Payment Date. (b)If interest on any amount of the Withdrawn is based on a Variable Spread, the Bank shall notify the of the interest rate on such amount for each Interest Period, promptly upon its determination. (c)If interest on any amount of the is based on a Reference Rate, and the Bank determines that such (i) Reference Rate has permanently ceased to be quoted for the relevant Currency, or (ii) the Bank is no longer able, or it is no longer commercially acceptable for the Bank, to continue to use such Reference Rate, for purposes of its asset and liability management, the Bank shall apply such other Reference Rate for the relevant Currency, including any applicable spread, as it may reasonably determine. shall promptly notify the of such other rate and related amendments to the provisions of the , which shall become effective as of the date set forth in such notice. (d)If interest on any amount of the Withdrawn is payable at the Variable Rate, then whenever, in light of changes in market practice affecting the determination of the interest rate applicable to such amount, the Bank determines that it is in the interest of its borrowers as a whole and of the Bank to apply a basis for determining such interest rate other than as provided in the , the Bank may modify the basis for determining such interest rate upon not less than three months' notice to the of the new basis. The new basis shall become effective on the expiry of the notice period unless a notifies the Bank during such period of its objection to such modification, in which case the modification shall not apply to such amount of the . (e)Notwithstanding the provisions of paragraph (a) of this Section, if any amount of the Withdrawn remains unpaid when due and such non-payment continues for a period of thirty days, then the Borrower shall pay the Default Interest Rate on such overdue amount in lieu of the interest rate specified in the (or such other interest rate as may be applicable pursuant to Article IV as a result of a Conversion) until such overdue amount is fully paid. Interest at the Default Interest Rate shall accrue from the first day of each Default Interest Period and shall be payable semi-annually in arrears on each Payment Date. (a)The Borrower shall repay the Withdrawn to the Bank in accordance with the provisions of the and, if applicable, as further provided in paragraphs (b), (c), (d), and (e) of this Section 3.03. The Withdrawn be repaid on either a Commitmentlinked Amortization Schedule or a Disbursement-linked Amortization Schedule. (b)For Loans with a Commitment-linked Amortization Schedule: The Borrower shall repay the Withdrawn to the Bank in accordance with the provisions of the provided that: (i)If the proceeds of the have been fully withdrawn as of the first Principal Payment Date specified in the , the principal amount of the repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (x) the Withdrawn as of the first Principal Payment Date; by (y) the Installment Share specified in the for each Principal Payment Date, adjusted as necessary, to deduct any amounts to which a Currency Conversion applies in accordance with Section 3.03 (e). (ii)If the proceeds of the have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the repayable by the Borrower on each Principal Payment Date shall be determined as follows: (A)To the extent that any proceeds of the have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn as of such date in accordance with the Amortization Schedule under the . (B)amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the for said Principal Payment Date and the denominator of which is the sum of all remaining original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts to which a Currency Conversion applies in accordance with Section 3.03 (e). (iii)(A) Amounts of the withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. (B)Notwithstanding the provisions of this paragraph, if at any time the Bank adopts a due date system under which invoices are issued on or after the respective Principal Payment Date, the provisions of this paragraph shall no longer apply to any withdrawals made after the adoption of such system. (c)For Loans with a Disbursement-linked Amortization Schedule: (i)The Borrower shall repay the Withdrawn to the Bank in accordance with the provisions of the . (ii)shall notify the of the Amortization Schedule for each Disbursed Amount promptly after the Maturity Fixing Date for the Disbursed Amount. (d)If the Withdrawn is denominated in more than one , the provisions of the and this Section 3.03 shall apply separately to the amount denominated in each (and a separate Amortization Schedule shall be produced for each such amount, as applicable). (e)Notwithstanding the provisions in paragraphs (b) (i) and (ii) above and in the Amortization Schedule in the , as applicable, upon a Currency Conversion of all or any portion of the Withdrawn or Disbursed Amount, as applicable, to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank in accordance with the Conversion Guidelines. (a)After giving not less than forty-five (45) days' notice to the Bank, the Borrower may repay the Bank the following amounts in advance of maturity, as of a date acceptable to the Bank (provided that the Borrower has paid all due as at such date, including any prepayment premium calculated pursuant to paragraph (b) of this Section): (i) the entire Withdrawn as at such date; or (ii) the entire principal amount of any one or more maturities of the . partial prepayment of the Withdrawn be applied in the specified by the Borrower, or in the absence of any specification by the Borrower, in the following : (A) if the provides for the separate amortization of specified Disbursed Amounts of the principal of the the prepayment shall be applied in the inverse order of such Disbursed Amounts, with the Disbursed Amount which has been withdrawn last being repaid first and with the latest maturity of said Disbursed Amount being repaid first; and (B) in all other cases, the prepayment shall be applied in the inverse order of the maturities, with the latest maturity being repaid first. (b)The prepayment premium payable under paragraph (a) of this Section shall be an amount reasonably determined by the Bank to represent any cost to it of redeploying the amount to be prepaid from the date of its prepayment to its maturity date. (c)If, in respect of any amount of the to be prepaid, a Conversion has been effected and the Conversion Period has not terminated at the time of prepayment: (i) the Borrower shall pay a transaction fee for the early termination of the Conversion, in such amount or at such rate as announced by the Bank from time to time and in effect at the time of receipt by ’s notice of prepayment; and (ii) the Borrower or the Bank, shall pay an Unwinding Amount, if any, for the early termination of the Conversion, in accordance with the Conversion Guidelines. Transaction fees provided for under this paragraph and any Unwinding Amount payable by the Borrower pursuant to this paragraph shall be paid at the time of the prepayment and in any event, no later than sixty (60) days after the date of prepayment. (d)Notwithstanding Section 3.04 (a) above and unless the Bank agrees otherwise, the Borrower may not prepay in advance of maturity any portion of the Withdrawn that is subject to a Currency Conversion that has been effected through a Currency Hedge Notes Transaction. If the Bank at any time receives less than the full amount of any then due, it shall have the right to allocate and apply the amount so received in any and for such purposes under the as it determines in its sole discretion. All be paid at such places as the Bank shall reasonably request. (a)The Borrower shall pay all in the ; and if a Conversion has been effected in respect of any amount of the , as further specified in the Conversion Guidelines. (b)If the Borrower so requests and the Bank agrees to such request, the Bank shall, acting as agent of the Borrower, and on such terms and conditions as the Bank shall determine, purchase the for the purpose of paying a upon timely payment by the Borrower of sufficient funds for that purpose in a Currency or Currencies acceptable to the Bank; provided, however, that the be deemed to have been paid only when, and to the extent that the Bank has received such payment in the . (a)If the Bank reasonably determines that an extraordinary situation has arisen under which the Bank shall be unable to provide the at any time for purposes of funding the , the Bank may provide such substitute Currency or Currencies (“Substitute ”) for the (“Original ”) as the Bank shall select. During the period of such extraordinary situation: (i) the Substitute be deemed to be the for purposes of the Legal Agreements; and (ii) be paid in the Substitute , and other related financial terms shall be applied, in accordance with principles reasonably determined by the Bank. shall promptly notify the of the occurrence of such extraordinary situation, the Substitute and the financial terms of the related to the Substitute . (b)Upon notification by the Bank under paragraph (a) of this Section, the Borrower may, within thirty (30) days, thereafter, notify the Bank of its selection of another Currency acceptable to the Bank as the Substitute . In such case, the Bank shall notify the Borrower of the financial terms of the applicable to said Substitute , which shall be determined in accordance with principles reasonably established by the Bank. (c)During the period of the extraordinary situation referred to in paragraph (a) of this Section, no premium shall be payable on prepayment of the . (d)Once the Bank is again able to provide the Original , it shall, at the Borrower’s request, change the Substitute to the Original in accordance with principles reasonably established by the Bank. Whenever it becomes necessary for the purposes of any Legal Agreement to determine the value of one Currency in terms of another, such value shall be as reasonably determined by the Bank. (a)required to be paid to the Bank in the Currency of any country shall be made in such , and in the Currency acquired in such , as shall be permitted under the laws of such country for the purpose of making such payment and effecting the deposit of such Currency to the account of the Bank with a depository of the Bank authorized to accept deposits in such Currency. (b)All be paid without restrictions of any kind imposed by, or in the territory of, the Member Country and without deduction for, and free from, any Taxes levied by or in the territory of the Member Country. (c)The Legal Agreements shall be free from any Taxes levied by or in the territory of the Member Country on or in connection with their execution, delivery or registration. (a)The Borrower may, at any time, request a Conversion of the terms of the in accordance with the provisions of this Section in order to facilitate debt management. Each such request shall be furnished by the Borrower to the Bank in accordance with the Conversion Guidelines and, upon acceptance by the Bank, the conversion requested shall be considered a Conversion for the purposes of these General .