Miscellaneous Provisions
(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) Any notice or request required or permitted to be given or made under any Legal Agreement or any other agreement between the parties contemplated in 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 when it has been delivered by hand, by mail, or by Electronic Means, to the party to which it is required to be given at such party's address or at the Electronic Address specified in the Legal Agreement or at any other address or Electronic Address that such party has designated by notice to the party giving such notice or request. Any notice or request delivered by electronic means shall be deemed sent by the sender from its electronic address when it leaves the sender's electronic communications system and shall be deemed received by the other party at its electronic address when such notice or request can be retrieved in machine-readable format by the receiving party's electronic communications system.
(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 has not been executed or transmitted by Electronic Means.
(a) The representative designated by a Loan Party 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 purposes of this Section, or any person authorized by said representative for such purpose, may take any action required or permitted to be taken under said Legal Agreement, and sign any document or send any Electronic Document required or permitted to be signed under said Legal Agreement, on behalf of said Loan Party (or the Program Implementing Entity).
(b) The representative so designated by the Loan Party or the person so authorized by said representative may accept any modification or extension of the provisions of said Legal Agreement on behalf of said Loan Party by Electronic Document or by written instrument signed by said representative or authorized person; provided that, in the opinion of said representative, the modification or extension is reasonable in the circumstances and does not substantially increase the obligations of the Loan Parties under the Legal Agreements. The Bank may accept the execution by said representative or other authorized person of any such instrument as conclusive evidence that said representative is of such opinion.
The Loan Parties and the Program Implementing Entity shall provide to the Bank: (a) sufficient evidence of the authority of the person or persons who, on behalf of said party, will take any action or sign any document, including Electronic Documents, required or permitted to be taken or signed under the Legal Agreement to which it is a party; and (b) a certified specimen of the signature of each such person, as well as the Electronic Address referred to in Section 10.01(b).
The Bank may publish the Legal Agreements to which it is a party and any information related to the Legal Agreements in accordance with its access to information policy, in effect at the time of such publication.
APPENDIX Definitions 1. "Additional Condition of Effectiveness" means any condition for effectiveness specified in the Loan Agreement for the purposes of Section 9.01 (c).
2. "Additional Event of Acceleration" means any event of acceleration specified in the Loan Agreement for the purposes of Section 7.06 (f).
3. "Additional Event of Suspension" means any event of suspension specified in the Loan Agreement for the purposes 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 such excess, multiplied by (ii) a coefficient corresponding to the proportion that the entirety (or, if the Bank so determines, a portion) of the Loan represents with respect to the aggregate amount of the entirety (or, if the Bank so determines, the corresponding portions) of the loans made by the Bank to the Member Country, or guaranteed by it, that are also subject to an exposure surcharge, as the Bank reasonably determines such excess and such coefficient at each time; or (B) any other amount that the Bank reasonably determines at each time with respect to the Loan; and which is notified to the Loan Parties in accordance with Section 3.01 (c).
5. "Amortization Schedule" means the principal amortization schedule specified in the Loan Agreement for the 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 Loan Currency.
7. "Arbitral Tribunal" means the arbitral tribunal established in accordance with Section 8.04.
8. "Association" means the International Development Association.
9. "Automatic Local Currency Conversion" means, with respect to any part of the Withdrawn Loan Balance, a Currency Conversion from the Loan Currency to a Local Currency for the full maturity or the longest maturity available for the Conversion of such amount with effect from the Conversion Date upon withdrawal of loan amounts from the Loan Account.
10. "Automatic Rate Fixing Conversion" means an Interest Rate Conversion whereby: (a) the initial Reference Rate component of the interest rate for a Loan based on a Variable Margin is converted to a Fixed Reference Rate; or (b) the initial Variable Rate for a Loan with a Fixed Margin is converted to a Fixed Rate, 5 in either case for the total amount of the principal of the Loan withdrawn from the Loan Account during any Interest Period or any two or more consecutive Interest Periods that equal or exceed a specified threshold, and for the full maturity of such amount, as specified in the Loan Agreement or in a separate request of the Borrower.
5 Not available (except for Special Development Policy Loans) due to the suspension of Fixed Margin conditions until further notice.
11. "Bank" means the International Bank for Reconstruction and Development.
12. "Borrower" means the party to the Loan Agreement to which the Loan is granted.
13. "Borrower's Representative" means the representative of the Borrower specified in the Loan Agreement for the purposes of Section 10.02.
14. "Closing Date" means the date specified in the Loan Agreement (or any other date that the Bank establishes, at the request of the Borrower, by notice to the Loan Parties) after which the Bank may, by notice to the Loan Parties, terminate the right of the Borrower to withdraw funds from the Loan Account.
15. "Co-financier" means the financier (other than the Bank or the Association) referred to in Section 7.02 (h) that provides the Co-financing. If the Loan Agreement specifies more than one such financier, "Co-financier" refers separately to each of said financiers.
16. "Co-financing" means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Program by the Co-financier. If the Loan Agreement specifies more than one such financing, "Co-financing" refers separately to each of said financings.
17. "Co-financing Agreement" means the agreement mentioned in Section 7.02 (h) that establishes the Co-financing.
18. "Co-financing Deadline" means the date mentioned in Section 7.02 (h) (i) and specified in the Loan Agreement by which the Co-financing Agreement must become effective. If the Loan Agreement specifies more than one date, "Co-financing Deadline" refers separately to each of said dates.
19. "Commitment Charge" means the commitment charge specified in the Loan Agreement for the purposes of Section 3.01(b).
20. "Commitment-Linked Repayment Schedule" means a Repayment Schedule in which the schedule and amount of principal repayments are determined by reference to the date of approval of the Loan by the Bank and are calculated as a share of the Withdrawn Loan Balance, as specified in the Loan Agreement.
21. "Conversion" means any of the following modifications to the terms of all or part of the Loan that has been requested by the Borrower and accepted by the Bank: (a) an Interest Rate Conversion; (b) a Currency Conversion; or (c) the establishment of an Interest Rate Cap or an Interest Rate Collar for the Variable Rate; each in accordance with the provisions of this Loan Agreement and the Conversion Guidelines.
22. "Conversion Date" means, for a Conversion, the date determined by the Bank on which the Conversion becomes effective, as specified in the Conversion Guidelines; provided that in the case of an Automatic Local Currency Conversion, the Conversion Date shall be the date of withdrawal from the Loan Account of the amount with respect to which the Conversion has been requested.
23. "Conversion Guidelines" means, for a Conversion, the Directive "Conversion of Financial Terms of IBRD Loans and IDA Financing Instruments" issued and periodically revised by the Bank and the Association, which are in effect at the time the Conversion is made.
24. "Conversion Period" means, for a Conversion, the period between the Conversion Date and the last day of the Interest Period in which the Conversion ends in accordance with its terms; provided that, solely for purposes of allowing the final payment of interest and principal under a Currency Conversion to be made in the Approved Currency, said period shall end on the Payment Date immediately following the last day of said final applicable Interest Period.
25. "Counterparty" means a party with which the Bank enters into a hedging agreement for the purpose of executing a Conversion.
26. "Covered Debt" means any debt that 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 Right of the International Monetary Fund. "Currency of a country" means the legal tender currency for the payment of public and private debts in that country.
28. "Currency Conversion" means a change of the Loan Currency corresponding to the entirety or any amount of the Unwithdrawn Loan Balance or the Withdrawn Loan Balance to an Approved Currency.
29. "Currency Hedging Securities Transaction" means one or more issuances of securities issued by the Bank and denominated in an Approved Currency for the purpose of executing a Currency Conversion.
30. "Currency Hedging Transaction" means: (a) a Currency Hedging Swap Transaction; or (b) a Currency Hedging Securities Transaction.
31. "Currency Hedging Swap Transaction" means one or more Currency derivative operations entered into by the Bank with a Counterparty as of the Execution Date for the purpose of executing a Currency Conversion.
32. "Delinquent Interest Period" means, for any overdue amount of the Withdrawn Loan Balance, each Interest Period during which said overdue amount remains unpaid; provided, however, the first of such Delinquent Interest Periods shall begin on the 31st day following the date on which said amount becomes due, and the last of such Delinquent Interest Periods shall end on the date on which said amount is fully paid.
33. "Delinquent Interest Rate" means for any Delinquent Interest Period: (a) with respect to any amount of the Withdrawn Loan Balance to which the Delinquent Interest Rate applies and on which interest was payable at a Variable Rate immediately prior to the application of the delinquent interest rate: the Delinquent Variable Rate plus one-half of one percent (0.5%); and (b) with respect to any amount of the Withdrawn Loan Balance to which the Delinquent Interest Rate applies and on which interest was payable at a Fixed Rate immediately prior to the application of the delinquent interest rate: the Delinquent Reference Rate plus the Fixed Margin plus one-half of one percent (0.5%). 6 6 Not available due to the suspension of fixed margin conditions until further notice.
34. "Delinquent Reference Rate" means the Reference Rate for the relevant Interest Period; it being understood that for the initial Interest Period, the Delinquent Reference Rate shall be equivalent to the Reference Rate for the Interest Period in which the amount mentioned in Section 3.02 (e) first became due.
35. "Delinquent Variable Rate" means the Variable Rate corresponding to the relevant Interest Period; provided that: (a) for the initial Delinquent Interest Period, the Delinquent Variable Rate shall be equivalent to the Variable Rate for the Interest Period in which the amount referred to in Section 3.02 (d) first becomes due; and (b) for an amount of the Withdrawn Loan Balance to which the Delinquent Interest Rate applies and for which interest was payable at a Variable Rate based on a Fixed Reference Rate and the Variable Margin immediately prior to the application of the delinquent interest rate, the "Delinquent Variable Rate" shall be equivalent to the Delinquent Reference Rate plus the Variable Margin.
36. "Derivatives Agreement" means any derivatives contract between the Bank and a Loan Party (or any of its sub-sovereign entities) for the purpose of documenting and confirming one or more derivatives transactions between the Bank and said Loan Party (or any of its sub-sovereign entities), as such contract may be amended from time to time. "Derivatives Agreement" includes all annexes and supplemental agreements to the Derivatives Agreement.
37. "Disbursed Amount" means, for each Interest Period, the total amount of the principal of the Loan withdrawn from the Loan Account during said Interest Period, in Section 3.03(c).
38. "Disbursement-Linked Repayment Schedule" means a Repayment Schedule in which the principal repayments are determined by reference to the disbursement date and the Disbursed Amount and are calculated as a share of the Withdrawn Loan Balance, as specified in the Loan Agreement.
39. "Dollar," "$," and "USD" each mean the legal currency of the United States of America.
40. "Effectiveness Date" means the date on which the Legal Agreements become effective in accordance with Section 9.03 (a).
41. "Effectiveness Deadline" means the date mentioned in Section 9.04 after which the Legal Agreements shall terminate if they have not been declared effective as provided in said Section.
42. "Electronic Address" means the designation of a party that uniquely identifies a person within a defined Electronic Communications System for the purpose of authenticating the sending and receiving of Electronic Documents.
43. "Electronic Communications System" means the set of computers, servers, systems, equipment, network elements, and other hardware and software used for the purpose of generating, sending, receiving, or storing or otherwise processing Electronic Documents, acceptable to the Bank and in accordance with such additional instructions as the Bank may specify at each time by notice to the Borrower.
44. "Electronic Document" means the information contained in a Legal Agreement or a notice or request under a Legal Agreement transmitted by Electronic Means.
45. "Electronic Means" refers to the generation, sending, receipt, storage, or any other type of 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 Loan is destined in support of the Program, other than financing Excluded Expenditures.
47. "EURIBOR" means, for any Interest Period, the Euro interbank offered rate for six-month EUR deposits, expressed as an annual percentage, which appears on the Relevant Rate Page at the usual publication time specified by the administrator of the EURIBOR benchmark in the EURIBOR benchmark methodology, as reasonably determined by the Bank for the relevant Interest Period.
48. "Euro," "?" and "EUR" mean the legal currency of the euro area.
49. "Euro area": the economic and monetary union of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European 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 necessary actions to effect the Conversion, as reasonably determined by the Bank.
51. "Exposure Surcharge" means the rate surcharge established by the Bank in accordance with its policies, and published periodically by the Bank, which may be applicable to the Borrower in accordance with Section 3.01 (c).
52. "Excluded Expenditure" means any expenditure:
(a) for goods or services supplied under a contract that any national or international financial institution or body other than the Bank or the Association has financed or agreed to finance, or that 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 subgroups of the Standard International Trade Classification, Revision 3 (SITC, Rev.3), published by the United Nations in Statistical Reports, Series M, No. 34/Rev.3 (1986) (the SITC), or any successor group or subgroup under future revisions of the SITC, as designated by the Bank by notice to the Borrower:
| Group | Subgroup | Description of Item |
|---|
| 112 | | Alcoholic beverages |
| 121 | | Tobacco, unprocessed, tobacco refuse |
| 122 | | Tobacco, processed (whether or not containing tobacco substitutes) |
| 525 | | Radioactive and associated materials |
| 667 | | Pearls, precious and semi-precious stones, unworked or worked |
| 718 | 718.7 | Nuclear reactors and parts thereof; fuel elements (cartridges), non-irradiated, for nuclear reactors |
| 728 | 728.43 | Machinery for processing tobacco |
| 897 | 897.3 | Jewelry of gold, silver or platinum group metals (except watches and watch cases) and goldsmiths' or silversmiths' wares (including set gems) |
| 971 | | Gold, non-monetary (excluding gold ores and concentrates) |
(c) for goods destined for military or paramilitary purposes or for luxury consumption; (d) for goods hazardous to the environment, the manufacture, use, or import of which is prohibited by the laws of the Borrower or by 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 United Nations Security Council adopted 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 have been carried out by representatives of the Borrower or another recipient of the Loan funds, without the Borrower (or other recipient) having taken timely and appropriate measures, satisfactory to the Bank, to address such practices when they occur.
53. "Fixed Rate " means a fixed interest rate applicable to the amount of the Loan to which a Conversion applies, determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01 (c). 7 7 Interest Rate Conversions to a Fixed Rate are not available (except for Special Development Policy Loans) due to the suspension of Fixed Rate conditions until further notice. Some Currency Conversions to a Fixed Rate are available, subject to the Conversion Guidelines.
54. "Fixed Reference Rate" means a fixed reference rate component of the interest applicable to the amount of the Loan to which a Conversion applies, as determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01 (c).
55. "Fixed Margin" means the Bank's fixed margin for the Original Loan Currency established by the Bank in accordance with its policies in effect at 12:01 a.m. Washington, D.C. time, one calendar day before the date of the Loan Agreement, expressed as an annual percentage and published periodically by the Bank; provided that:
(a) for purposes of determining the Delinquent Interest Rate, in accordance with Section 3.02(e), applicable to an amount of the Withdrawn Loan Balance on which interest is paid at a Fixed Rate, "Fixed Margin" means the Bank's fixed margin in effect at 12:01 a.m. Washington, D.C. time, one calendar day before the date of the Loan Agreement, for the currency of denomination of said amount; (b) for purposes of Conversion of a Variable Rate based on a Variable Margin to a Variable Rate based on a Fixed Margin, and for purposes of setting the Variable Margin in accordance with Section 4.02, "Fixed Margin" means the Bank's fixed margin for the Loan Currency as reasonably determined by the Bank on the Conversion Date; and (c) in the event of Conversion of all or part of the Unwithdrawn Loan Balance, the Fixed Margin shall be adjusted on the Execution Date in the manner specified in the Conversion Guidelines. 8 8 Suspended until further notice.
56. "Front-end Fee" means the fee specified in the Loan Agreement for the purposes of Section 3.01 (a).
57. "Guarantee Agreement" means the agreement between the Member Country and the Bank establishing the guarantee of the Loan, as such agreement may be amended from time to time. "Guarantee Agreement" includes these General Conditions applied to the Guarantee Agreement, as well as all appendices, annexes, and supplemental agreements to the Guarantee Agreement.
58. "Guarantor" means the Member Country that is a party to the Guarantee Agreement.
59. "Guarantor's Representative" means the representative of the Guarantor specified in the Loan Agreement for the purposes of Section 10.02.
60. "Installment Share" means the percentage of the total principal amount of the Loan payable on each Principal Payment Date as specified in a Commitment-Linked Repayment Schedule.
61. "Interest Hedging Transaction" means, for an Interest Rate Conversion, one or more interest rate swap operations 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 Loan Agreement 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 Payment Date.
63. "Interest Rate Cap " means, with respect to the entirety or any amount of the Withdrawn Loan Balance, a cap that establishes an upper limit: (a) with respect to any part of the Loan that accrues interest at a Variable Rate based on a Reference Rate and the Fixed Margin, for the Variable Rate 9; or (b) with respect to any part of the Loan that accrues interest at a Variable Rate based on a Reference Rate and the Variable Margin, for the Reference Rate.
9 Not available (except for Special Development Policy Loans) due to the suspension of Fixed Margin conditions until further notice.
64. "Interest Rate Band (collar)" means, with respect to all or any amount of the Withdrawn Loan Balance, a combination of a cap and floor that establishes an upper limit and a lower limit: (a) with respect to any portion of the Loan that bears interest at a Variable Rate based on a Reference Rate and the Fixed Margin, for the Variable Rate10; or (b) with respect to any portion of the Loan that bears interest at a Variable Rate based on a Reference Rate and the Variable Margin, for the Reference Rate.
10 Not available (except for Special Policy Development Loans) due to the suspension of Fixed Margin conditions until further notice.
65. "Interest Rate Conversion" means a change in the basis of the interest rate applicable to all or any amount of the Withdrawn Loan Balance: (a) from the Variable Rate to the Fixed Rate, or vice versa;11 (b) from a Variable Rate based on a Variable Margin to a Variable Rate based on a Fixed Margin;12 (c) from a Variable Rate based on a Reference Rate and the Variable Margin to a Variable Rate based on a Fixed Reference Rate and the Variable Margin, or vice versa; or (d) Automatic Rate-Fixing Conversion.
11 Not available (except for Special Policy Development Loans) due to the suspension of Fixed Margin conditions until further notice.
12 Not available due to the suspension of fixed margin conditions until further notice.
66. "Legal Agreement" means any of the following: the Loan Agreement, the Guarantee Agreement, the Program Agreement, or the Subsidiary Agreement. "Legal Agreements" means, collectively, all such agreements.
67. "Lien" includes mortgages, pledges, charges, privileges, and priorities of any kind.
68. "Loan" means the loan provided for in the Loan Agreement.
69. "Loan Account" means the account opened by the Bank in its books in the name of the Borrower to which the amount of the Loan is credited.
70. "Loan Agreement" means the loan agreement between the Bank and the Borrower establishing the Loan, as such agreement may be amended from time to time. "Loan Agreement" includes these General Conditions as applied to the Loan Agreement, as well as all appendices, schedules, and supplemental agreements to the Loan Agreement.
71. "Loan Currency" means the Currency in which the Loan is denominated; if the Loan Agreement provides for Conversions, "Loan Currency" means the Currency in which the Loan is denominated from time to time. If the Loan is denominated in more than one currency, "Loan Currency" refers separately to each such Currency.
72. "Loan Party" means the Borrower or the Guarantor. "Loan Parties" means, collectively, the Borrower and the Guarantor.
73. "Loan Payment" means any amount payable by the Loan Parties to the Bank in accordance with the Legal Agreements, including (but not limited to) any amount of the Withdrawn Loan Balance, interest, the Front-end Fee, the Commitment Charge, interest at the Default Interest Rate (if applicable), any prepayment premium, any surcharge, any transaction fee for a Conversion or for the early termination of a Conversion, any premium payable for the establishment of an Interest Rate Cap (cap) or an Interest Rate Band (collar), and any Breakage Amount payable by the Borrower.
74. "Local Currency" means an Approved Currency that is not a major currency, as reasonably determined by the Bank.
75. "Maturity Fixing Date" means, for each Disbursed Amount, the first day of the Interest Period following the Interest Period in which the Disbursed Amount is withdrawn.
76. "Member Country" means the member of the Bank that is the Borrower or the Guarantor.
77. "Original Loan Currency" means the currency of denomination of the Loan as defined in Section 3.08.
78. "Payment Date" means each date specified in the Loan Agreement occurring on or after the date of the Loan Agreement on which interest and the Commitment Charge are payable.
79. "Preparation Advance" means the advance referred to in the Loan Agreement and repayable in accordance with Section 2.05 (a).
80. "Principal Payment Date" means each date specified in the Loan Agreement on which all or part of the principal of the Loan is payable.
81. "Program" means the program referred to in the Loan Agreement in support of which the Loan is granted.
82. "Program Agreement" means the agreement between the Bank and the Program Executing Entity relating to the execution of all or part of the Program, as such agreement may be amended from time to time. "Program Agreement" includes these General Conditions as applied to the Program Agreement, as well as all appendices, schedules, and supplemental agreements to the Program Agreement.
83. "Program Executing Entity" means a legal entity (other than the Borrower or the Guarantor) that is responsible for the execution of all or part of the Program and that is a party to the Program Agreement or the Subsidiary Agreement.
84. "Program Executing Entity's Representative" means the representative of the Program Executing Entity specified in the Program Agreement for the purposes of Section 10.02 (a).
85. "Public Assets" means the assets of the Member Country, of any of its political or administrative subdivisions, and of any entity owned or controlled by, or operating on behalf of or for the benefit of, the Member Country or any such subdivisions, including gold and foreign currency assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Member Country.
86. "Reference Rate" means, for any Interest Period:
(a) (i) in the case of USD, SOFR; (ii) in the case of EUR, EURIBOR; (iii) in the case of GBP, SONIA; and (iv) in the case of JPY, TONA; provided, however, that if the relevant Reference Rate is not available through normal information sources at the customary publication times with respect to the relevant Interest Period, the Bank shall reasonably determine such Reference Rate taking into account prevailing market practice with respect to alternative methods for calculating the Reference Rate, its representativeness in the market, and its acceptability to the Bank for its asset and liability management purposes, and shall notify the Borrower accordingly; (b) if the Bank determines that (i) the Reference Rate for the relevant Loan Currency has permanently ceased to be quoted for said currency, or (ii) the Bank can no longer, or it is no longer commercially acceptable for the Bank to, continue using said Reference Rate, for its asset and liability management purposes, any other comparable reference rate for the relevant currency, including any applicable margin, as the Bank determines and notifies the Borrower in accordance with Section 3.02 (c); and (c) for any other currency other than USD, EUR, or JPY: (i) the reference rate for the Original Loan Currency as specified or referred to in the Loan Agreement; or (ii) in the case of a Currency Conversion to such other currency, the reference rate as determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01 (c).
87. "Relevant Rate Page" means the display page designated by an established provider of financial market data selected by the Bank as the page for the purpose of displaying at the customary publication times the Reference Rate (including any applicable margin to the relevant previous reference rate) for the Loan Currency.
88. "Respective Part of the Program" means, for the Borrower and for any Program Executing Entity, the part of the Program specified in the Legal Agreements to be executed by it.
89. "Screen Rate" means, with respect to a Conversion, the rate determined by the Bank on the Execution Date taking into account the applicable interest rate, or a component thereof, and the market rates displayed by established information providers in accordance with the Conversion Guidelines.
90. "SOFR" means, for any Interest Period, the Secured Overnight Financing Rate (SOFR) for the relevant Interest Period (whether calculated on a term basis, or another basis designed to replicate a term structure, and which may include an applicable margin to the relevant previous reference rate), expressed as an annual percentage, appearing on the Relevant Rate Page at the customary publication times specified by the administrator of the applicable benchmark, as reasonably determined by the Bank for the relevant Interest Period.
91. "SONIA" means, for any Interest Period, the Sterling Overnight Index Average (SONIA) rate for the relevant Interest Period (whether calculated on a term basis, or another basis designed to replicate a term structure, and which may include an applicable margin to the relevant previous reference rate), expressed as an annual percentage, appearing on the Relevant Rate Page at the customary publication times specified by the administrator of the applicable benchmark, as reasonably determined by the Bank for the relevant Interest Period.
92. "Standard Exposure Limit" means the standard limit of the Bank's financial exposure to the Member Country, as determined by the Bank from time to time and which, if exceeded, would subject the Borrower to the Exposure Surcharge in accordance with Section 3.01 (c).
93. "Sterling," "£," or "GBP" means the legal currency of the United Kingdom.
94. "Subsidiary Agreement" means the agreement entered into by the Borrower with the Program Executing Entity that sets forth the respective obligations of the Borrower and the Program Executing Entity with respect to the Program.
95. "Substitute Loan Currency" means the substitute currency of denomination of a Loan as defined in Section 3.08.
96. "Taxes" includes imposts, levies, fees, and duties of any kind, whether in effect on the date of the Legal Agreements or imposed after such date.
97. "TONA" means, for any Interest Period, the Tokyo Overnight Average Rate (TONA) for the relevant Interest Period (whether calculated on a term basis, or another basis designed to replicate a term structure, and which may include an applicable margin to the relevant previous reference rate), expressed as an annual percentage, appearing on the Relevant Rate Page at the customary publication times specified by the administrator of the applicable benchmark, as reasonably determined by the Bank for the relevant Interest Period.
98. "Total Exposure" means, for a given day, the Bank's total financial exposure to the Member Country, as reasonably determined by the Bank.
99. "Umpire" means the third arbitrator appointed in accordance with Section 8.04 (c).
100. "Breakage Amount" means, for the early termination of a Conversion (a) an amount payable by the Borrower to the Bank equal to the total net amount payable by the Bank under transactions carried out by the Bank to terminate the Conversion, or if such transactions are not carried out, an amount determined by the Bank on the basis of the Screen Rate, representing the equivalent of such total net amount; (b) an amount payable by the Bank to the Borrower equal to the total net amount receivable by the Bank under transactions carried out by the Bank to terminate the Conversion, or if such transactions are not carried out, an amount determined by the Bank on the basis of the Screen Rate, representing the equivalent of such total net amount.
101. "Unwithdrawn Loan Balance" means the amount of the Loan remaining unwithdrawn from the Loan Account from time to time.
102. "Variable Rate" means: (a) a variable interest rate equivalent to the sum of: (1) the Reference Rate for the Original Loan Currency; plus (2) the Variable Margin, if interest accrues at a rate based on the Variable Margin, or the Fixed Margin if interest accrues at a rate based on the Fixed Margin;13 and (b) in the case of a Conversion, the variable rate determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01 (c).
13 Fixed margin conditions are suspended until further notice (except for Special Development Policy Loans which have a separate fixed margin).
103. "Variable Margin" means, for each Interest Period: (a) (1) the Bank's standard lending margin for Loans established by the Bank in accordance with its policies in effect at 12:01 a.m. Washington, D.C. time, one calendar day prior to the date of the Loan Agreement (including the maturity premium, if applicable); and (2) plus or minus the weighted average margin adjusted to the Reference Rate, for the relevant Interest Period, with respect to the Bank's outstanding borrowings or portions thereof allocated by it to finance loans that bear interest at a rate based on the Variable Margin; as reasonably determined by the Bank, expressed as an annual percentage and published periodically by the Bank; and (b) in the case of Conversions, the variable margin, as applicable, as determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01(c). In the case of a Loan denominated in more than one Currency, the "Variable Margin" applies separately to each such Currency.
104. "Withdrawn Loan Balance" means the amounts of the loan withdrawn from the Loan Account and outstanding from time to time.
105. "Yen," "¥," and "JPY" mean the legal tender currency of Japan.
--------------------------------------------- Last line of translation ----------------------------- In witness whereof, this Official Translation from English to Spanish, comprising forty-five pages, is issued. I sign and seal in the city of San José on the fifth day of December two thousand twenty-three. The legal revenue stamps are cancelled.