prop · H903152 · 2022-03-14 00:00:00 — (b)Subject to Section 4.01 (e) below, the Borrower may at any time request any of the following Conversions: (i) a Currency Conversion, including Local Currency Conversion and Automatic Conversion into Local Currency; (ii) an Interest Rate Conversion, including Automatic Rate Fixing Conversion; and (iii) an Interest Rate Cap or Interest Rate Collar. All Conversions shall be effected in accordance with the Conversion Guidelines and may be subject to such additional terms and conditions as may be agreed between the Bank and the Borrower. (c)Upon acceptance by the Bank of a request for a Conversion, the Bank shall take all actions necessary to effect the Conversion in accordance with the and the Conversion Guidelines. To the extent that any modification of the provisions of the providing for withdrawal or repayment of the proceeds of the is required to give effect to the Conversion, such provisions shall be deemed to have been modified as of the Conversion Date. Promptly after the Execution Date for each Conversion, the Bank shall notify the of the financial terms of the , including any revised amortization provisions and modified provisions providing for withdrawal of the proceeds of the . (d)The Borrower shall pay a transaction fee in connection with each Conversion, in such amount or at such rate as announced by the Bank from time to time and in effect on the date of the Bank’s acceptance of the Conversion request. Transaction fees provided for under this paragraph shall be either: (i) payable as a lump sum not later than sixty (60) days after the Execution Date; or (ii) expressed as a percentage per annum and added to the interest rate payable on each Payment Date. (e)Except as otherwise agreed by the Bank, the Borrower may not request additional Conversions of any portion of the Withdrawn that is subject to a Currency Conversion effected by a Currency Hedge Notes Transaction or otherwise terminate such Currency Conversion, for so long as such Currency Conversion is in effect. Each such Currency Conversion shall be effected on such terms and conditions as may be separately agreed by the Bank and the Borrower and may include transaction fees to cover the underwriting costs of the Bank in connection with Currency Hedge Notes Transaction. (f)reserves the right at any time to terminate a Conversion prior to its maturity if: (i) the underlying hedging arrangements undertaken by the Bank in connection with the said Conversion are terminated as a result of it becoming impractical, impossible or unlawful for the Bank or its Counterparty to make a payment or to receive a payment on the terms agreed upon due to the: (A) adoption of, or any change in, any applicable law after the date on which such Conversion is executed; or (B) to the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date or any change in any such interpretation; and (ii) the Bank is unable to find a replacement hedging arrangement. Upon any such termination, provisions of Section 4.06 apply. Conversion to a Fixed Rate or Fixed Spread of that Accrues Interest at a Rate Based on the Variable Spread1 A Conversion to a Fixed Rate or a Variable Rate with a Fixed Spread of all or any amount of the that accrues interest at a rate based on the Variable Spread shall be effected by fixing the Variable Spread applicable to such amount into the Fixed Spread for the , applicable on the date of the Conversion request, and in the case of a Conversion to a Fixed Rate, followed immediately by the Conversion requested by the Borrower. Interest Payable Following Interest Rate Conversion or Currency Conversion (a)Interest Rate Conversion. Upon an Interest Rate Conversion, the Borrower shall, for each Interest Period during the Conversion Period, pay interest on the amount of the Withdrawn to which the Conversion applies at the Variable Rate or the Fixed Rate,2 whichever applies to the Conversion. (b)Currency Conversion of Unwithdrawn Amounts. Upon a Currency Conversion of all or any amount of the Unwithdrawn to an Approved Currency, the Borrower shall, for each Interest Period during the Conversion Period, pay interest and any applicable charges denominated in the Approved Currency on such amount as subsequently withdrawn and outstanding from time to time at the Variable Rate. (c)Currency Conversion of Withdrawn Amounts. Upon a Currency Conversion of all or any amount of the Withdrawn to an Approved Currency, the Borrower shall, for each Interest Period during the Conversion Period, pay interest denominated in the Approved Currency in accordance with the Conversion Guidelines on such Withdrawn at a Variable Rate or Fixed Rate, whichever applies to the Conversion. 1Suspended until further notice. 2Fixed Rate conversions are not available (except for Special Development Policy Loans) due to the suspension of the Fixed Spread terms until further notice. Principal Payable Following Currency Conversion (a)Currency Conversion of Unwithdrawn Amounts. In the event of a Currency Conversion of an amount of the Unwithdrawn to an Approved Currency, the principal amount of the so converted shall be determined by the Bank by multiplying the amount to be so converted in its Currency of denomination immediately prior to the Conversion by the Screen Rate. The Borrower shall repay such principal amount as subsequently withdrawn in the Approved Currency in accordance with the provisions of the . (b)Currency Conversion of Withdrawn Amounts. In the event of a Currency Conversion of an amount of the Withdrawn to an Approved Currency, the principal amount of the so converted shall be determined by the Bank by multiplying the amount to be so converted in its Currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. The Borrower shall repay such principal amount denominated in the Approved Currency in accordance with the provisions of the . (c)Termination of Conversion Period Prior to Final . If the Conversion Period of a Currency Conversion applicable to a portion of the terminates prior to the final maturity of such portion, the principal amount of such portion of the remaining outstanding in the to which such amount shall upon such termination shall be determined by the Bank either: (i) by multiplying such amount in the Approved Currency of the Conversion by the spot or forward exchange rate prevailing between the Approved Currency and said for settlement on the last day of the Conversion Period; or (ii) in such other as specified in the Conversion Guidelines. The Borrower shall repay such principal amount in the in accordance with the provisions of the . Interest Rate Cap; Interest Rate Collar (a)Interest Rate Cap. Upon the of an Interest Rate Cap on the Variable Rate, the Borrower shall, for each Interest Period during the Conversion Period, pay interest on the amount of the Withdrawn to which the Conversion applies at the Variable Rate, unless with respect to the said Conversion Period: (i) for a that accrues interest at a Variable Rate based on the Reference Rate and the Fixed Spread, the Variable Rate exceeds the Interest Rate Cap, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to the Interest Rate Cap3; or (ii) for a that accrues interest at a Variable Rate based on a Reference Rate and the Variable Spread, the Reference Rate exceeds the Interest Rate Cap, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to the Interest Rate Cap plus the Variable Spread. 3Not available (except for Special Development Policy Loans) due to suspension of Fixed Spread terms until further notice. (b)Interest Rate Collar. Upon the of an Interest Rate Collar on the Variable Rate, the Borrower shall, for each Interest Period during the Conversion Period, pay interest on the amount of the Withdrawn to which the Conversion applies at the Variable Rate, unless with respect to the said Conversion Period: (i) for a that accrues interest at a Variable Rate based on a Reference Rate and the Fixed Spread, the Variable Rate4: (A) exceeds the upper limit of the Interest Rate Collar, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to such upper limit; or (B) falls below the lower limit of the Interest Rate Collar, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to such lower limit; or (ii) for a that accrues interest at a Variable Rate based on a Reference Rate and the Variable Spread, the Reference Rate: (A) exceeds the upper limit of the Interest Rate Collar, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to such upper limit plus the Variable Spread; or (B) falls below the lower limit of the Interest Rate Collar, in which case, for the relevant Interest Period, the Borrower shall pay interest on such amount at a rate equal to such lower limit plus the Variable Spread. (c)Interest Rate Cap or Collar Premium. Upon the of an Interest Rate Cap or an Interest Rate Collar, the Borrower shall pay to the Bank a premium on the amount of the Withdrawn to which the Conversion applies, calculated: (A) on the basis of the premium, if any, payable by the Bank for an interest rate cap or collar purchased by the Bank from a Counterparty for the purpose of establishing the Interest Rate Cap or Interest Rate Collar; or (B) otherwise as specified in the Conversion Guidelines. Such premium shall be payable by the Borrower (i) not later than sixty (60) days after the Execution Date; or (ii) promptly following the Execution Date for an Interest Rate Cap or Interest Rate Collar for which the Borrower has requested that the premium be paid out of the proceeds of the , the Bank shall, on behalf of the Borrower, withdraw from the and pay to itself the amounts required to pay any premium payable in accordance with this Section up to the amount allocated from time to time for that purpose in the . (a)shall have the right to terminate any Conversion effected on such during any period of time in which the Default Interest Rate accrues on the as provided in Section 3.02 (e) above. (b)Except as otherwise provided in the Conversion Guidelines, upon the early termination of any Conversion by either the Bank as provided in Section 4.01 (f) or Section 4.06 (a), or the Borrower: (i) the Borrower shall pay a transaction fee for the early termination, 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 early termination; and (ii) the Borrower or the Bank shall pay an Unwinding Amount, if any, for the early termination, 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 not later than sixty (60) days after the effective date of the early termination. 4Not available (except for Special Development Policy Loans) due to suspension of Fixed Spread terms until further notice. Performance under the , Program Agreement, and Subsidiary Agreement (a)The Guarantor shall not take or permit to be taken any action which would prevent or interfere with the execution of the Program or the performance of the obligations of the Borrower or the Program Implementing Entity under the Legal Agreement to which it is a party. (b)The Borrower shall: (i) cause the Program Implementing Entity to perform all of the obligations of the Program Implementing Entity set forth in the Program Agreement or the Subsidiary Agreement in accordance with the provisions of the Program Agreement or Subsidiary Agreement; and (ii) not take or permit to be taken any action which would prevent or interfere with such performance. Provision of Funds and other Resources The Borrower shall provide or cause to be provided, promptly as needed, the funds, facilities, services, and other resources: (a) required for the Program; and (b) necessary or appropriate to enable the Program Implementing Entity to perform its obligations under the Program Agreement or the Subsidiary Agreement. The Borrower and the Program Implementing Entity shall retain all relevant documentation evidencing expenditures made from the proceeds until two years after the Closing Date. Upon the Bank’s request, the Borrower and the Program Implementing Entity shall enable the Bank’s representatives to examine such records. Program Monitoring and Evaluation (a)The Borrower shall maintain or cause to be maintained policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable to the Bank, the progress of the Program and the achievement of its objectives. (b)The Borrower shall prepare or cause to be prepared and furnish to the Bank not later than twelve (12) months after the Closing Date, a report of such scope and in such detail as the Bank shall reasonably request, on the execution of the Program, the performance by the and the Bank of their respective obligations under the Legal Agreements and the accomplishment of the purposes of the . and the cooperate fully to assure that the purposes of the and the objectives of the Program will be accomplished. To that end, the Bank and the : (a)from time to time, at the request of any one of them, exchange views on the Program, the , and the performance of their respective obligations under the Legal Agreements, and furnish to the other party all such information related to such matters as it shall reasonably request; and (b)promptly inform each other of any condition which interferes with, or threatens to interfere with, such matters. (a)The Member Country shall afford all reasonable opportunity for representatives of the Bank to visit any part of its territory for purposes related to the or the Program. (b)The Borrower and the Program Implementing Entity shall enable the Bank's representatives to: (i) visit any facilities and construction sites included in their Respective Parts of the Program; and (ii)to examine the goods financed out of the proceeds of the for their Respective Parts of the Program, and any plants, installations, sites, works, , property, equipment, records and documents relevant to the performance of their obligations under the Legal Agreements. In the event that the Program is in an area which is or becomes disputed, neither the Bank’s financing of the Program, nor any designation of, or reference to, such area in the Legal Agreements is intended to constitute a judgment on the part of the Bank as to the legal or other status of such area or to prejudice the determination of any claims with respect to such area. Financial and ; Negative Pledge; Financial Condition (a)The Member Country shall furnish to the Bank all such information as the Bank shall reasonably request with respect to financial and economic conditions in its territory, including its balance of payments and its external debt as well as that of its political or administrative subdivisions and of any entity owned or controlled by, or operating for the account or benefit of, the Member Country or any such subdivision, and of any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Member Country. (b)The Member Country shall report “long-term external debt” (as defined in the ’s (“DRSM”), dated January 2000, as may be revised from time to time), in accordance with the DRSM, and in particular, to notify the Bank of new “loan commitments” (as defined in the DRSM) not later than thirty (30) days after the end of the quarter during which the debt is incurred, and to notify the Bank of “transactions under loans” (as defined in the DRSM) annually, not later than 31 of the year following the year covered by the report. (c)The Member Country represents, as at the date of the , that no defaults exist in respect of any “external public debt” (as defined in the DRSM) except those listed in a notification from the Member Country to the Bank. (a)It is the policy of the Bank, in making loans to, or with the guarantee of its member countries not to seek, in normal circumstances, special security from the member country concerned but to ensure that no other Covered Debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member country. To that end, if any is created on any as security for any Covered Debt, which will or might result in a priority for the benefit of the creditor of such Covered Debt in the allocation, realization or distribution of foreign exchange, such , unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure all , and the Member Country, in creating or permitting the creation of such , shall make express provision to that effect; provided, however, that if for any constitutional or other legal reason such provision cannot be made with respect to any created on assets of any of its political or administrative subdivisions, the Member Country shall promptly and at no cost to the Bank secure all by an equivalent on other satisfactory to the Bank. (b)The Borrower, which is not the Member Country undertakes that, except as the Bank shall otherwise agree: (i)if it creates any on any of its assets as security for any debt, such will equally and ratably secure the payment of all and in the creation of any such express provision will be made to that effect, at no cost to the Bank; and (ii)if any statutory is created on any of its assets as security for any debt, it shall grant at no cost to the Bank, an equivalent satisfactory to the Bank to secure the payment of all . (c)The provisions of paragraphs (a) and (b) of this Section shall not apply to: (i) any created on property, at the time of purchase of such property, solely as security for the payment of the purchase price of such property or as security for the payment of debt incurred for the purpose of financing the purchase of such property; or (ii) any arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after the date on which it is originally incurred. (d)The Member Country represents, as at the date of the , that no Liens exist on any , as security for any Covered Debt, except those listed in a notification from the Member Country to the Bank and those excluded pursuant to paragraph (c) of this Section 6.02. If the Bank has determined that the financial condition of the Borrower, which is not the Member Country, or the Program Implementing Entity, is a material factor in the Bank’s decision to lend, the Bank shall have the right, as a condition to lend, to require that such Borrower or Program Implementing Entity provides the Bank with representations and warranties related to its financial and operating conditions, satisfactory to the Bank. Cancellation; Suspension; Refund; Acceleration Cancellation by the Borrower The Borrower may, by notice to the Bank, cancel any amount of the Unwithdrawn . Suspension by the Bank If any of the events specified in paragraphs (a) through (m) of this Section occurs and is continuing, the Bank may, by notice to the , suspend in whole or in part the right of the Borrower to make withdrawals from the . Such suspension shall continue until the event (or events) which gave rise to the suspension has (or have) ceased to exist, unless the Bank has notified the that such right to make withdrawals has been restored. (a)Payment Failure. (i)The Borrower has failed to make payment (notwithstanding the fact that such payment may have been made by the Guarantor or a third party) of principal or interest or any other amount due to the Bank or the Association: (A) under the ; or (B) under any other agreement between the Bank and the Borrower; or (C) under any agreement between the Borrower and the Association; or (D) in consequence of any guarantee extended or other financial obligation of any kind assumed by the Bank or the Association to any third party with the agreement of the Borrower. (ii)The Guarantor has failed to make payment of principal, interest, or any other amount due to the Bank or the Association: (A) under the Guarantee Agreement; or (B) under any other agreement between the Guarantor and the Bank; or (C) under any agreement between the Guarantor and the Association; or (D) in consequence of any guarantee extended or other financial obligation of any kind assumed by the Bank or the Association to any third party with the agreement of the Guarantor. (b)Performance Failure. (i)A has failed to perform any other obligation under the Legal Agreement to which it is a party or under any Derivatives Agreement. (ii)The Program Implementing Entity has failed to perform any obligation under the Program Agreement or the Subsidiary Agreement. (c)Fraud and Corruption. At any time, the Bank determines that any representative of the Guarantor or the Borrower or the Program Implementing Entity (or any other recipient of any of the proceeds of the ) has engaged in corrupt, fraudulent, coercive, or collusive practices in connection with the use of the proceeds of the , without the Guarantor or the Borrower or the Program Implementing Entity (or any other such recipient) having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur. (d)Cross Suspension. or the Association has suspended in whole or in part the right of a to make withdrawals under any agreement with the Bank or with the Association because of a failure by a to perform any of its obligations under such agreement or any other agreement with the Bank. (e)Extraordinary Situation; Program. (i)As a result of events which have occurred after the date of the , an extraordinary situation has arisen which makes it improbable that the Program can be carried out or that a or the Program Implementing Entity will be able to perform its obligations under the Legal Agreement to which it is a party. (ii)An extraordinary situation has arisen under which any further withdrawals under the would be inconsistent with the provisions of Article III, Section 3 of the Bank’s Articles of Agreement. (f)Event prior to Effectiveness. has determined after the Effective Date that prior to such date but after the date of the , an event has occurred which would have entitled the Bank to suspend the Borrower’s right to make withdrawals from the if the had been effective on the date such event occurred. (g)Misrepresentation. A representation made by a in or pursuant to the Legal Agreements, or in or pursuant to any Derivatives Agreement, or any representation or statement furnished by a , and intended to be relied upon by the Bank in making the or executing a transaction under a Derivatives Agreement, was incorrect in any material respect. (h)Co-financing. of the following events occurs with respect to any financing specified in the to be provided for the Program (“Co-financing”) by a financier (other than the Bank or the Association) (“Co-financier”):