Соглашение между Российской Федерацией и Международным банком реконструкции и развития о займе для финансирования проекта развития кредитного портфеля (Loan Number 3844 RU) [англ.]

(Заключено в г. Вашингтоне 07.07.1995)

LOAN AGREEMENT

(PORTFOLIO DEVELOPMENT PROJECT) BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

(Washington, 7.VII.1995)

Agreement, dated July 7, 1995, between Russian Federation (the Borrower) and International Bank for Reconstruction and Development (the Bank).

Whereas the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Bank to assist in the financing of the Project; and

Whereas the Bank has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to the Borrower upon the terms and conditions set forth in this Agreement;

Now therefore the parties hereto hereby agree as follows:

Section 1.01. The «General Conditions Applicable to Loan and Guarantee Agreements» of the Bank, dated January 1, 1985, with the modifications set forth below (the General Conditions) constitute an integral part of this Agreement:

(a) The last sentence of Section 3.02 is deleted.

(b) In Section 6.02, sub-paragraph (k) is re-lettered as sub-paragraph (1) and a new sub-paragraph (k) is added to read:

«(k) An extraordinary situation shall have arisen under which any further withdrawals under the Loan would be inconsistent with the provisions of Article III, Section 3 of the Bank's Articles of Agreement.»

Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings:

(a) «Center» means the Borrower's Federal Center for Project Finance and Technical Assistance, established on April 4, 1994 pursuant to Government Ordinance 277;

(b) «Sub-project» means a particular study or project selected by agreement between the Borrower and the Bank pursuant to paragraph 3 of Schedule 5 to this Agreement;

(c) «Special Account» means the account, referred to in Section 2.02 (b) of this Agreement; and

(d) «Project Preparation Advance» means the project preparation advance granted by the Bank to the Borrower pursuant to an exchange of letters dated December 28, 1994 and January 25, 1995 between the Borrower and the Bank.

Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, various currencies that shall have an aggregate value equivalent to the amount of forty million dollars (40,000,000 USD), being the sum of withdrawals of the proceeds of the Loan, with each withdrawal valued by the Bank as of the date of such withdrawal.

Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan.

(b) The Borrower may, for the purposes of the Project, open and maintain in dollars a special deposit account in a commercial bank on terms and conditions satisfactory to the Bank, including appropriate protection against set off, seizure or attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 6 to this Agreement.

(c) Promptly after the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount required to repay the principal amount of the Project Preparation Advance withdrawn and outstanding as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled.

Section 2.03. The Closing Date shall be December 31, 1998 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date.

Section 2.04. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time.

Section 2.05. (a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Interest Period equal to the Cost of Qualified Borrowings determined in respect of the preceding Semester, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rate applicable during such Interest Period.

(b) As soon as practicable after the end of each Semester, the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Semester.

(c) For the purposes of this Section:

(i) «Interest Period» means a six-month period ending on the date immediately preceding each date specified in Section 2.06 of this Agreement, beginning with the Interest Period in which this Agreement is signed.

(ii) «Cost of Qualified Borrowings» means the cost, as reasonably determined by the Bank and expressed as a percentage per annum, of the outstanding borrowings of the Bank drawn down after June 30, 1982, excluding such borrowings or portions thereof as the Bank has allocated to fund:

(A) the Bank's investments; and

(B) loans which may be made by the Bank after July 1, 1989 bearing interest rates determined otherwise than as provided in paragraph (a) of this Section.

(iii) «Semester» means the first six months or the second six months of a calendar year.

(d) On such date as the Bank may specify by no less than six months' notice to the Borrower, paragraphs (a), (b) and (c)(iii) of this Section shall be amended to read as follows:

«(a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Quarter equal to the Cost of Qualified Borrowings determined in respect of the preceding Quarter, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rates applicable during such Interest Period.»

«(b) As soon as practicable after the end of each Quarter, the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Quarter.»

«(c) (iii) 'Quarter' means a three-month period commencing on January 1, April 1, July 1 or October 1 in a calendar year.»

Section 2.06. Interest and other charges shall be payable semiannually on January 15 and July 15 in each year.

Section 2.07. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement.

Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out the Project with due diligence and efficiency and in conformity with appropriate financial, technical and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project.

(b) Without limitation upon the provisions of paragraph (b) of this Section, the Borrower shall carry out the Project in accordance with the Implementation Program set forth in Schedule 5 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank.

Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods, works, and consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement.

Section 4.01. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof.

(b) The Borrower shall:

(i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank;

(ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and

(iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request.

(c) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall:

(i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures;

(ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;

(iii) enable the Bank's representatives to examine such records; and

(iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

Section 5.01. The date one hundred and twenty (120) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions.

Section 6.01. The Minister of Finance or the Deputy Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions.

Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions:

For the Borrower: Ministry of Finance Ilyinka Street 9 103009 Moscow Russian Federation Telex: 112008

For the Bank:
International Bank for
Reconstruction and Development
1818 H Street, N. W.
Washington, D. C. 20433
United States of America

    Cable address:                                  Telex:
    INTBAFRAD                                       197688 (TRT),
    Washington, D. C.                               248423 (RCA),

                                                64145 (WUI) or
                                                82987 (FTCC)

In witness whereof, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written.

SCHEDULE 1

WITHDRAWAL OF THE PROCEEDS OF THE LOAN

1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category:

2. For the purposes of this Schedule:

(a) the term «foreign expenditures» means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the territory of any country other than that of the Borrower; and

(b) the term «local expenditures» means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be «foreign expenditures.»

3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement.

SCHEDULE 2

DESCRIPTION OF THE PROJECT

The objectives of the Project are to assist the Borrower in:

(i) developing sound proposals for future projects suitable for Bank financing;

(ii) strengthening capacity to coordinate and manage the flow of external assistance;

(iii) improving the implementation capabilities of local institutions involved in the execution of projects; and

(iv) developing the local consulting industry.

The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Bank may agree upon from time to time to achieve such objectives:

1. Establishment and operation of a fund for the financing and carrying out of preparatory activities for future projects for which Bank financing has been or is expected to be requested.

2. Pilot projects related to project preparatory activities as described in Part A.1 above.

Improving the institutional and operational capability of the Center and other designated government organizations to manage and coordinate externally financed activities through the acquisition of equipment, employment of consultants and the provision of training, including study tours.

1. Establishment of a business opportunities bureau, carrying out of business outreach programs, including seminars, to provide local firms advice and training on opportunities and requirements for competing for externally financed contracts and establishment of a database on enterprises with a potential interest in participating in the bidding procedures under such contracts.

2. Refurbishment of premises of the business opportunities bureau.

The Project is expected to be completed by June 30, 1998.

SCHEDULE 3

AMORTIZATION SCHEDULE

<*> The figures in this column represent dollar equivalents determined as of the respective dates of withdrawal. See General Conditions, Sections 3.04 and 4.03.

PREMIUMS ON PREPAYMENT

Pursuant to Section 3.04 (b) of the General Conditions, the premium payable on the principal amount of any maturity of the Loan to be prepaid shall be the percentage specified. for the applicable time of prepayment below:

SCHEDULE 4

PROCUREMENT AND CONSULTANTS' SERVICES

Section I. PROCUREMENT OF GOODS AND WORKS

1. Except as provided in Part C hereof, goods shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the «Guidelines for Procurement under IBRD Loans and IDA Credits» published by the Bank in May 1992 (the Guidelines), and in accordance with the following additional procedures.

(a) When contract award is delayed beyond the original bid validity period, such period may be extended once, subject to and in accordance with the provisions of paragraph 2.59 of the Guidelines, by the minimum amount of time required to complete the evaluation, obtain necessary approvals and clearances and award the contract. The bid validity period may be extended a second time only if the bidding documents or the request for extension shall provide for appropriate adjustment of the bid price to reflect changes in the cost of inputs for the contract over the period of extension. Such an increase in the bid price shall not be taken into account in the bid evaluation. With respect to each contract made subject to the Bank's prior review in accordance with the provisions of Part D.1 (a) of this Section, the Bank's prior approval will be required for:

(i) a first extension of the bid validity period if the period of extension exceeds sixty (60) days; and

(ii) any subsequent extension of the bid validity period.

(b) In the procurement of goods in accordance with this Part A, the Borrower shall use the relevant standard bidding documents issued by the Bank, with such modifications thereto as the Bank shall have agreed to be necessary for the purposes of the Project. Where no relevant standard bidding documents have been issued by the Bank, the Borrower shall use bidding documents based on other internationally recognized standard forms agreed with the Bank.

2. To the extent practicable, contracts shall be grouped in bid packages estimated to cost the equivalent of 300,000 USD or more each.

In the procurement of goods in accordance with the procedures described in Part A 1 hereof, goods manufactured in the Russian Federation may be granted a margin of preference in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto.

1. Items or groups of items estimated to cost less than the equivalent of 300,000 USD or less per contract and up to an aggregate amount not to exceed the equivalent of 3,500,000 USD, may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers from at least three different countries eligible under the Guidelines, in accordance with procedures acceptable to the Bank.

2. Items or groups of items estimated to cost the equivalent of 50,000 USD or less per contract and up to an aggregate amount not to exceed the equivalent of 500,000 USD may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers eligible under the Guidelines, in accordance with procedures acceptable to the Bank.

3. Goods which the Bank agrees:

(a) are of a proprietary nature;

(b) the timely supply thereof is critical for efficient project execution; or

(c) need to be compatible with other installed equipment, up to an aggregate amount not to exceed the equivalent of 500,000 USD, may be purchased from suppliers on the basis of negotiated contracts pursuant to procedures acceptable to the Bank.

4. (a) Subject to the provision of paragraph 4 (b) below, works may be procured under contracts awarded on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Bank.

(b) Works estimated to cost less than the equivalent of 50,000 USD per contract, up to an aggregate amount not to exceed the equivalent of 800,000 USD, may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three contractors, eligible under the Guidelines, in accordance with procedures acceptable to the Bank.

1. Review of invitations to bid and of proposed awards and final contracts:

(a) With respect: (i) to each contract awarded in accordance with Parts A and C.3; and (ii) the first two contracts awarded in accordance with Parts C.1, C.2 and C.4, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Bank pursuant to said paragraph 2 (d) shall be furnished to the Bank prior to the making of the first payment out of the Special Account in respect of such contract.

(b) With respect to each contract not governed by the preceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, said procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Bank pursuant to said paragraph 3 shall be furnished to the Bank as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 6 to this Agreement.

(c) The provisions of the preceding subparagraph (b) shall not apply to contracts on account of which withdrawals from the Loan Account are to be made on the basis of statements of expenditure.

2. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines.

Section II. EMPLOYMENT OF CONSULTANTS

1. In order to assist the Borrower in carrying out the Project, the Borrower shall, or shall cause its department or agency responsible for the execution of a Sub-project to, employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the «Guidelines for the Use of Consultants by World Bank Borrowers and by The World Bank as Executing Agency» published by the Bank in August 1981 (the Consultants' Guidelines). For complex, time-based assignments, the Borrower shall employ such consultants under contracts using the standard form of contract for consultants' services issued by the Bank, with such modifications as shall have been agreed by the Bank. Where no relevant standard contract documents have been issued by the Bank, the Borrower shall use other standard forms agreed with the Bank.

2. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultants' Guidelines requiring prior Bank review or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts shall not apply to contracts estimated to cost less than 100,000 USD equivalent each for firms and 50,000 USD equivalent each for individuals. However, this exception to prior Bank review shall not apply to the terms of reference for such contracts with firms or to the employment of individuals, to single source selection of firms, to assignments of a critical nature as reasonably determined by the Bank and to amendments of contracts raising the contract value to 50,000 USD equivalent or above for individuals and 100,000 USD or above for consulting firms.

SCHEDULE 5

IMPLEMENTATION PROGRAM

1. The Center shall be responsible for the overall coordination of all Project activities. It shall cause all activities under the Project (hereinafter referred to as the Sub-projects) to be carried out in accordance with the provisions of this Agreement. For this purpose, the Borrower shall establish and monitor arrangements, satisfactory to the Bank, for ensuring effective coordination among the departments and agencies of the Borrower involved in the implementation of the Project.

2. The purpose and scope of each Sub-project, the method of implementation thereof and the specific allocation thereto of proceeds of the Loan shall be determined by agreement between the Borrower and the Bank.

Criteria for Sub-project Eligibility

3. A Sub-project shall be one of the following:

(a) under Part A of the Project, preparatory activities, including consultants' services, goods and rehabilitation works needed to carry out such activities, for projects for which financing by the Bank, under loans made or to be made by the Bank other than the Loan, has been or is expected to be requested;

(b) under Part B of the Project:

(i) a program to strengthen the capacity and capability of institutions in the Russian Federation for project planning and implementation and economic development, including, inter alia, training and overseas study tours and the acquisition of equipment; and

(ii) a program for overall development of the administration and management of technical and financial assistance; and

(c) under Part C of the Project:

(i) the refurbishment of Center premises which house the business opportunities bureau;

(ii) development of a data base on enterprises with a potential interest in bidding in externally financed projects;

(iii) business outreach, including information and marketing programs; or

(iv) training programs on procurement procedures for interested local firms.

4. A Sub-project shall have no equally suitable financing available from other external financing agencies.

Sub-project proposals

5. Except as the Bank may otherwise agree, the Borrower shall submit, for each Sub-project, the following to the Bank for its approval:

(a) a description of the studies and work to be carried out in connection with the proposed Sub-project, including a time schedule for, the purposes and objectives of, and the benefits expected from, such Sub-project;

(b) the proposed selection procedures, qualifications, terms of reference and duration of service for any consultants to be engaged for the purposes of the proposed Sub-project;

(c) a description of the role of the department or agency or personnel of the Borrower to be responsible for the execution of the proposed Sub-project and counterpart staff, if any, to be supplied by the Borrower;

(d) a general description of the arrangements to be made by the executing agencies for the provision of office space, secretariat facilities, transportation and other operational facilities required for the Sub-project to proceed efficiently;

(e) estimated foreign and local costs of the proposed Subproject broken down by major items and showing amounts to be financed by the Borrower and out of the proceeds of the Loan, respectively, and an estimated disbursement schedule; and

(f) measures to be taken to comply with paragraphs 6 (b) and (c) below.

6. Consultants

(a) Consultants shall be employed as provided in Section II of Schedule 4 to this Agreement.

(b) The Borrower shall take or cause to be taken all reasonable measures to facilitate the work of consultants in the performance of their services for the Project and make available to them all information relevant to the Sub-project concerned.

(c) The Borrower shall not permit the amendment or waiver of any of the terms and conditions of employment of consultants employed for any Sub-project, or the grant of any material extension of time or any approval of sub-contracts or modifications thereof, or the agreement to substitute personnel of such consultants, without prior agreement between the Borrower and the Bank. The Borrower shall promptly inform the Bank if it proposes to suspend payments under or terminate any contract with such consultants.

(d) The Borrower shall cause the consultants employed for the Project promptly to furnish to the Bank copies of the documents prepared by them for the Project, including reports and draft thereof, in such number as the Bank shall reasonably request.

(e) The Borrower shall establish arrangements and procedures, satisfactory to the Bank, for supervising and directing the work of any consultants employed for Sub-projects and reviewing the reports and recommendations of such consultants.

7. The Borrower shall prepare, under guidelines satisfactory to the Bank, and furnish to the Bank, without limitation in the provisions of Section 9.07 (a) (iii) of the General Conditions, semi-annual progress reports on the carrying out of the Project, to be provided to the Bank by March 31 and September 30 in each year, for the periods ending December 31 and June 30, respectively.

SCHEDULE 6

SPECIAL ACCOUNT

1. For the purposes of this Schedule:

(a) the term «eligible Categories» means Categories (1) through (7) set forth in the table in paragraph 1 of Schedule 1 to this Agreement;

(b) the term «eligible expenditures» means expenditures in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and

(c) the term «Authorized Allocation» means an amount equivalent to 3,000,000 USD to be withdrawn from the Loan Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule, provided, however, that unless the Bank shall otherwise agree, the Authorized Allocation shall be limited to an amount equivalent to 1,000,000 USD until the aggregate amount of withdrawals from the Loan Account shall be equal to or exceed the equivalent of 3,000,000 USD.

2. Payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule.

3. After the Bank has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows:

(a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Bank a request or requests for a deposit into the Special Account of an amount or amounts which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit in the Special Account such amount or amounts as the Borrower shall have requested.

(b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Bank requests for deposits into the Special Account at such intervals as the Bank shall specify.

(ii) Prior to or at the time of each such request, the Borrower shall furnish to the Bank the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into the Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Bank from the Loan Account under the respective eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence.

4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank such documents and other evidence showing that such payment was made exclusively for eligible expenditures.

5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall not be required to make further deposits into the Special Account:

(a) if, at any time, the Bank shall have determined that all further withdrawals should be made by the Borrower directly from the Loan Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or

(b) once the total unwithdrawn amount of the Loan allocated to the eligible Categories, less the amount of any outstanding special commitment entered into by the Bank pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan allocated to the eligible Categories shall follow such procedures as the Bank shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Bank shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures.

6. (a) If the Bank shall have determined at any time that any payment out of the Special Account:

(i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or

(ii) was not justified by the evidence furnished to the Bank, the Borrower shall, promptly upon notice from the Bank:

(A) provide such additional evidence as the Bank may request; or

(B) deposit into the Special Account (or, if the Bank shall so request, refund to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified.

Unless the Bank shall otherwise agree, no further deposit by the Bank into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be.

(b) If the Bank shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Bank, refund to the Bank such outstanding amount.

(c) The Borrower may, upon notice to the Bank, refund to the Bank all or any portion of the funds on deposit in the Special Account.

(d) Refunds to the Bank made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Loan Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.