prop · H903152 · 2022-03-14 00:00:00 — (a)Subject to the provisions of paragraphs (b) and (c) of this Section, the Legal Agreements and all obligations of the parties under the Legal Agreements shall forthwith terminate upon full payment of the Withdrawn and all other due. (b)If the specifies a date by which certain provisions of the (other than those providing for payment obligations) shall terminate, such provisions and all obligations of the parties under them shall terminate on the earlier of: (i) such date; and (ii) the date on which the terminates in accordance with its terms. (c)If the Program Agreement specifies a date on which the Program Agreement shall terminate, the Program Agreement and all obligations of the parties under the Program Agreement shall terminate on the earlier of: (i) such date; and (ii) the date on which the terminates in accordance with its terms. shall promptly notify the Program Implementing Entity if the terminates in accordance with its terms prior to the date so specified in the Program Agreement. Execution of Legal Agreements; Notices and Requests (a)Each Legal Agreement executed by Electronic Means shall be deemed an original, and in the case of any Legal Agreement not executed by Electronic Means in several counterparts, each counterpart shall be an original. (b)notice or request required or permitted to be made or given under any Legal Agreement or any other agreement between the parties contemplated by the Legal Agreement shall be in writing. Except as otherwise provided in Section 9.03 (a), such notice or request shall be deemed to have been duly given or made when it has been delivered by hand, mail, or Electronic Means, to the party to which it is to be given or made at such party's address or Electronic Address specified in the Legal Agreement or at such other address or Electronic Address as such party shall have designated by notice to the party giving such notice or making such request. notice or request delivered by Electronic Means shall be deemed dispatched by the from its Electronic Address when it leaves the of the and shall be deemed received by the other party at its Electronic Address, when such notice or request becomes capable of being retrieved in readable format by the of the receiving party. (c)Unless the Parties otherwise agree, Electronic Documents shall have the same legal force and effect as information contained in a Legal Agreement or a notice or request under a Legal Agreement that is not executed or transmitted by Electronic Means. Action on Behalf of the and the Program Implementing Entity (a)The representative designated by a in the Legal Agreement to which it is a party (and the representative designated by the Program Implementing Entity in the Program Agreement or the Subsidiary Agreement) for the purpose of this Section, or any person authorized by such representative for that purpose, may take any action required or permitted to be taken pursuant to such Legal Agreement, and execute any documents or dispatch any Electronic Document required or permitted to be executed pursuant to such Legal Agreement, on behalf of such (or the Program Implementing Entity). (b)The representative so designated by the or person so authorized by such representative may agree to any modification or amplification of the provisions of such Legal Agreement on behalf of such by Electronic Document or by written instrument executed by such representative or authorized person; provided that, in the opinion of such representative, the modification or amplification is reasonable in the circumstances and will not substantially increase the obligations of the under the Legal Agreements. may accept the execution by such representative or other authorized person of any such instrument as conclusive evidence that such representative is of such opinion. The and the Program Implementing Entity shall furnish to the Bank: (a) sufficient evidence of the authority of the person or persons who will, on behalf of such party, take any action or execute any documents, including Electronic Documents, required or permitted to be taken or executed by it under the Legal Agreement to which it is a party; and (b) the authenticated specimen signature of each such person as well as the Electronic Address referred to in Section 10.01(b). may disclose the Legal Agreements to which it is a party and any such information related to the Legal Agreements in accordance with its policy on access to information, in effect at the time of such disclosure. 1.“Additional Condition of Effectiveness” means any condition of effectiveness specified in the for the purpose of Section 9.01 (c). 2.“Additional Event of Acceleration” means any event of acceleration specified in the for the purpose of Section 7.06 (f). 3.“Additional Event of Suspension” means any event of suspension specified in the for the purpose of Section 7.02 (m). 4.“Allocated Excess Exposure Amount” means, for each day during which the Total Exposure exceeds the Standard Exposure Limit, (A) (i) the total amount of said excess, multiplied by (ii) a ratio corresponding to the proportion that all (or, if the Bank so determines, a portion) of the bears to the aggregate amount of all (or, if the Bank so determines, the relevant portions) of the loans made by the Bank to, or guaranteed by, the Member Country that are also subject to an exposure surcharge, as said excess and ratio are reasonably determined from time to time by the Bank; or (B) such other amount as reasonably determined from time to time by the Bank with respect to the ; and notified to the pursuant to Section 3.01 (c). 5.“Amortization Schedule” means the schedule for repayment of principal amount specified in the for purposes of Section 3.03. 6.“Approved Currency” means, for a Currency Conversion, any Currency approved by the Bank, which, upon the Conversion, becomes the . 7.“Arbitral Tribunal” means the arbitral tribunal established pursuant to Section 8.04. 8.“Association” means . 9.“Automatic Conversion to Local Currency” means, with respect to any portion of the Withdrawn , a Currency Conversion from the to a Local Currency for either the full maturity or the longest maturity available for the Conversion of such amount with effect from the Conversion Date upon withdrawals of amounts of the from the . 10.“Automatic Rate Fixing Conversion” means an Interest Rate Conversion whereby either: (a) the initial Reference Rate component of the interest rate for a based on a Variable Spread is converted to a Fixed Reference Rate; or (b) the initial Variable Rate for a with a Fixed Spread is converted to a Fixed Rate,5 in either case for the aggregate principal amount of the withdrawn from the during any Interest Period or any of the two or more consecutive Interest Periods that equals or exceeds a specified threshold, and for the full 5Not available (except for Special Development Policy Loans) due to the suspension of the Fixed Spread terms until further notice. maturity of such amount, as specified in the or in a separate request from the Borrower. 11.“Bank” means the for Reconstruction and Development. 12.“Borrower” means the party to the to which the is extended. 13.“Borrower’s Representative” means the Borrower’s representative specified in the for the purpose of Section 10.02. 14.“Closing Date” means the date specified in the (or such other date as the Bank shall establish, upon a request from the Borrower, by notice to the ) after which the Bank may, by notice to the , terminate the right of the Borrower to withdraw from the . 15.“Co-financier” means the financier (other than the Bank or the Association) referred to in Section 7.02 (h) providing the Co-financing. If the specifies more than one such financier, “Co-financier” refers separately to each of such financiers. 16.“Co-financing” means the financing referred to in Section 7.02 (h) and specified in the provided or to be provided for the Program by the Co-financier. If the specifies more than one such financing, “Co-financing” refers separately to each of such financings. 17.“Co-financing Agreement” means the agreement referred to in Section 7.02 (h) providing for the Co-financing. 18.“Co-financing Deadline” means the date referred to in Section 7.02 (h) (i) and specified in the by which the Co-financing Agreement is to become effective. If the specifies more than one such date, “Co-financing Deadline” refers separately to each of such dates. 19.“Commitment Charge” means the commitment charge specified in the for the purpose of Section 3.01(b).” 20.“Commitment-linked Amortization Schedule” means an Amortization Schedule in which timing and amount of principal repayments is determined by reference to the date of approval of the by the Bank and calculated as a portion of the Withdrawn , as specified in the . 21.“Conversion” means any of the following modifications of the terms of all or any portion of the that has been requested by the Borrower and accepted by the Bank: (a) an Interest Rate Conversion; (b) a Currency Conversion; or (c) the of an Interest Rate Cap or Interest Rate Collar on the Variable Rate; each as provided herein, in the and in the Conversion Guidelines. 22.“Conversion Date” means, for a Conversion, such date as the Bank shall determine on which the Conversion enters into effect, as further specified in the Conversion Guidelines; provided that in case of an Automatic Conversion to Local Currency the Conversion Date shall be the date of withdrawal from the of the amount in respect of which the Conversion has been requested. 23.“Conversion Guidelines” means, for a Conversion, the Directive “Conversion of Financial Terms of and and ” issued and revised from time to time by the Bank and the Association, in effect at the time of the Conversion. 24.“Conversion Period” means, for a Conversion, the period from and including the Conversion Date to and including the last day of the Interest Period in which the Conversion terminates by its terms; provided, that solely for the purpose of enabling the final payment of interest and principal under a Currency Conversion to be made in the Approved Currency, such period shall end on the Payment Date immediately following the last day of said final applicable Interest Period. 25.“Counterparty” means a party with whom the Bank enters into a hedging arrangement for purposes of executing a Conversion. 26.“Covered Debt” means any debt which is or may become payable in a Currency other than the Currency of the Member Country. 27.“Currency” means the currency of a country and the Special Drawing of the . “Currency of a country” means the currency which is legal tender for the payment of public and private debts in that country. 28.“Currency Conversion” means a change of the of all or any amount of the Unwithdrawn or the Withdrawn to an Approved Currency. 29.“Currency Hedge Notes Transaction” means one or more notes issues by the Bank and denominated in an Approved Currency for purposes of executing a Currency Conversion. 30.“Currency Hedge Transaction” means either: (a) a Currency Hedge Swap Transaction; or (b) a Currency Hedge Notes Transaction. 31.“Currency Hedge Swap Transaction” means one or more Currency derivatives transactions entered into by the Bank with a Counterparty as of the Execution Date for purposes of executing a Currency Conversion. 32.“Default Interest Period” means for any overdue amount of the Withdrawn , each Interest Period during which such overdue amount remains unpaid; provided, however, that the first such Default Interest Period shall commence on the 31st day following the date on which such amount becomes overdue, and the final such Default Interest Period shall end on the date at which such amount is fully paid. 33.“Default Interest Rate” means for any Default Interest Period: (a) in respect of any amount of the Withdrawn to which the Default Interest Rate applies and for which interest was payable at a Variable Rate immediately prior to the application of the Default Interest Rate: the Default Variable Rate plus one half of one percent (); and (b) in respect of any amount of the Withdrawn to which the Default Interest Rate applies and for which interest was payable at a Fixed Rate immediately prior to the application of the Default Interest Rate: Default Reference Rate plus the Fixed Spread plus one half of one percent ().6 34.“Default Reference Rate” means the Reference Rate for the relevant Interest Period; it being understood that for the initial Default Interest Period, Default Reference Rate shall be equal to Reference Rate for the Interest Period in which the amount referred to in Section 3.02 (e) first becomes overdue. 35.“Default Variable Rate” means the Variable Rate for the relevant Interest Period; provided that: (a)for the initial Default Interest Period, Default Variable Rate shall be equal to the Variable Rate for the Interest Period in which the amount referred to in Section 3.02 (d) first becomes overdue; and (b) for an amount of the Withdrawn to which the Default Interest Rate applies and for which interest was payable at a Variable Rate based on a Fixed Reference Rate and the Variable Spread immediately prior to the application of the Default Interest Rate, “Default Variable Rate” shall be equal to the Default Reference Rate plus the Variable Spread. 36.“Derivatives Agreement” means any derivatives agreement between the Bank and a (or any of its sub-sovereign entities) for the purpose of documenting and confirming one or more derivatives transactions between the Bank and such (or any of its subsovereign entities), as such agreement may be amended from time to time. “Derivatives Agreement” includes all schedules, annexes and agreements supplemental to the Derivatives Agreement. 37.“Disbursed Amount” means, for each Interest Period, the aggregate principal amount of the withdrawn from the during such Interest Period, in Section 3.03(c) 38.“Disbursement-Linked Amortization Schedule” means an Amortization Schedule in which principal amount repayments are determined by reference to the date of disbursement and the Disbursed Amount and calculated as a portion of the Withdrawn , as specified in the . 39.“Dollar”, “$” and “USD” each means the lawful currency of the of . 40.“Effective Date” means the date on which the Legal Agreements enter into effect pursuant to Section 9.03 (a). 41.“Effectiveness Deadline” means the date referred to in Section 9.04 after which the Legal Agreements shall terminate if they have not entered into effect as provided in that Section. 42.“Electronic Address” means the designation of a party that uniquely identifies a person within a defined for purposes of authenticating the dispatch and receipt of Electronic Documents. 43.“” means the collection of computers, servers, systems, equipment, network elements and other hardware and software used for the purposes of generating, sending, receiving or storing or otherwise processing Electronic Documents, 6Not available due to suspension of the Fixed Spread terms until further notice. acceptable to the Bank and in accordance with any such additional instructions as the Bank may specify from time to time by notice to the Borrower. 44.“Electronic Document” means information contained in a Legal Agreement or a notice or request under a Legal Agreement that is transmitted by Electronic Means. 45.“Electronic Means” means the generation, sending, receiving, storing or otherwise processing of an Electronic Document by electronic, magnetic, optical or similar means, including, but not limited to, electronic data interchange, electronic mail, telegram, telex or telecopy, acceptable to the Bank. 46.“Eligible Expenditure” means any use to which the is put in support of the Program, other than to finance Excluded Expenditures. 47.“EURIBOR” means for any Interest Period, the EUR interbank offered rate for deposits in EUR for six months, expressed as a percentage per annum, that appears on the Relevant Rate at the customary publication time as specified by the EURIBOR benchmark administrator in the EURIBOR benchmark methodology, as reasonably determined by the Bank for the relevant Interest Period. 48.“Euro”, “€” and “EUR” each means the lawful currency of the Euro Area. 49.“Euro Area” means the economic and monetary union of member states of Union that adopt the single currency in accordance with the Treaty establishing Community, as amended by the Treaty on European Union. 50.“Execution Date” means, for a Conversion, the date on which the Bank has undertaken all actions necessary to effect the Conversion, as reasonably determined by the Bank. 51.“Exposure Surcharge” means the surcharge at the rate established by the Bank in accordance with its policies, and periodically published by the Bank, which may be applicable to the Borrower pursuant to Section 3.01 (c). 52.“Excluded Expenditure” means any expenditure: (a)for goods or services supplied under a contract which any national or international financing institution or agency other than the Bank or the Association has financed or agreed to finance, or which the Bank or the Association has financed or agreed to finance under another loan, credit, or grant; (b)for goods included in the following groups or sub-groups of the Trade Classification, Revision 3 (SITC, Rev.3), published by the United Nations in Statistical Papers, Series M, No. 34/Rev.3 (1986) (the SITC), or any successor groups or subgroups under future revisions to the SITC, as designated by the Bank by notice to the Borrower: Tobacco, un-manufactured, tobacco refuse Tobacco, manufactured (whether or not containing tobacco Radioactive and associated materials Pearls, precious and semiprecious stones, unworked or worked Nuclear reactors, and parts thereof; fuel elements (cartridges), non-irradiated, for nuclear reactors Jewelry of gold, silver or platinum group metals (except watches and watch cases) and goldsmiths’ or silversmiths’ wares (including set gems) Gold, non-monetary (excluding gold ores and concentrates) (c)for goods intended for a military or paramilitary purpose or for luxury consumption; (d)for environmentally hazardous goods, the manufacture, use or import of which is prohibited under the laws of the Borrower or international agreements to which the Borrower is a party, and any other goods designated as environmentally hazardous by agreement between the Borrower and the Bank; (e)on account of any payment prohibited by a decision of the taken under Chapter VII of the Charter of the United Nations; and (f)with respect to which the Bank determines that corrupt, fraudulent, collusive or coercive practices were engaged in by representatives of the Borrower or other recipient of the proceeds, without the Borrower (or other such recipient) having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur. 53.“Fixed Rate” means a fixed rate of interest applicable to the amount of the to which a Conversion applies, as determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower pursuant to Section 4.01 (c).7 54.“Fixed Reference Rate” means a fixed reference rate component of the interest applicable to the amount of the to which a Conversion applies, as determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower pursuant to Section 4.01 (c). 55.“Fixed Spread” means the Bank’s fixed spread for the Original established by the Bank in accordance with its policies in effect at 12:01 a.m. time, one calendar day prior to the date of the , expressed as a percentage per annum and as periodically published by the Bank; provided, that: (a) for purposes of determining the Default Interest Rate, pursuant to Section 3.02(e), that is applicable to an amount of the 7Interest Rate Conversions to Fixed Rate are not available (except for Special Development Policy Loans) due to the suspension of the Fixed Spread terms until further notice. Some rate fixing Currency Conversions are available, subject to the Conversion Guidelines. Withdrawn on which interest is payable at a Fixed Rate, the “Fixed Spread” means the Bank’s fixed spread in effect at 12:01 a.m. time, one calendar day prior to the date of the , for the Currency of denomination of such amount; (b) for purposes of a Conversion of the Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread, and for purposes of fixing the Variable Spread pursuant to Section 4.02, “Fixed Spread” means the Bank’s fixed spread for the as reasonably determined by the Bank on the Conversion Date; and (c) upon a Currency Conversion of all or any amount of the Unwithdrawn , the Fixed Spread shall be adjusted on the Execution Date in the specified in the Conversion Guidelines.8 56.“Front-end Fee” means the fee specified in the for the purpose of Section 3.01 (a). 57.“Guarantee Agreement” means the agreement between the Member Country and the Bank providing for the guarantee of the , as such agreement may be amended from time to time. “Guarantee Agreement” includes these General as applied to the Guarantee Agreement, and all appendices, schedules and agreements supplemental to the Guarantee Agreement. 58.“Guarantor” means the Member Country which is a party to the Guarantee Agreement. 59.“Guarantor’s Representative” means the Guarantor’s representative specified in the for the purpose of Section 10.02. 60.“Installment Share” means the percentage of the total principal amount of the payable on each Principal Payment Date as specified in a Commitment-linked Amortization Schedule. 61.“Interest Hedge Transaction” means, for an Interest Rate Conversion, one or more interest rate swap transactions entered into by the Bank with a Counterparty as of the Execution Date and in accordance with the Conversion Guidelines, in connection with the Interest Rate Conversion. 62.“Interest Period” means the initial period from and including the date of the to but excluding the first Payment Date occurring thereafter, and after the initial period, each period from and including a Payment Date to but excluding the next following Payment Date. 63.“Interest Rate Cap” mean, with respect to all or any amount of the Withdrawn , a ceiling that sets an upper limit: (a) in respect of any portion of the that accrues interest at a Variable Rate based on a Reference Rate and the Fixed Spread, for the Variable Rate9; or (b) in respect of any portion of the that accrues interest at a Variable Rate based on a Reference Rate and the Variable Spread, for the Reference Rate. 64.“Interest Rate Collar” means, with respect to all or any amount of the Withdrawn , a combination of a ceiling and a floor that sets an upper and a lower limit: (a) in respect of any 8Suspended until further notice. 9Not available (except for Special Policy Development Loans) due to the suspension of the Fixed Spread terms until further notice. portion of the that accrues interest at a Variable Rate based on a Reference Rate and the Fixed Spread, for the Variable Rate10; or (b) in respect of any portion of the that accrues interest at a Variable Rate based on a Reference Rate and the Variable Spread, for the Reference Rate. 65.“Interest Rate Conversion” means a change of the interest rate basis applicable to all or any amount of the Withdrawn : (a) from the Variable Rate to the Fixed Rate or vice versa;11 (b) from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread;12 (c) from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread or vice versa; or (d) Automatic Rate Fixing Conversion. 66.“Legal Agreement” means any of the , the Guarantee Agreement, the Program Agreement, or the Subsidiary Agreement. “Legal Agreements” means collectively, all of such agreements.