Any notice, request, communication, or notification that BCIE and the Borrower must address to each other for any matter related to this Contract shall be made in writing and shall be considered effected from the moment the corresponding document is received by the recipient, at the addresses detailed below:
TO THE BORROWER: REPÚBLICA DE COSTA RICA Ministerio de Hacienda, Avenida Segunda, Calle Cinco, Diagonal al Teatro Nacional San José, República de Costa Rica Postal Address: Apartado 10032-1000 Email [email protected] Telephone (506) 2547-4264 Attention: Señor Ministro de Hacienda To BCIE:
Physical Address: BANCO CENTROAMERICANO DE INTEGRACION ECONOMICA Oficina de Representación Costa Rica, Edificio BCIE, San Pedro de Montes de Oca, 50 metros Este de la Fuente de la Hispanidad.
Postal Address: BANCO CENTROAMERICANO DE INTEGRACION ECONOMICA Apartado Postal 10776-1000 San José, Costa Rica Attention: Oficial Jefe de País Costa Rica
All acts required or permitted by this Contract that must be performed by the Borrower may be performed by its duly authorized representatives whose designation, position, and signature shall appear in the Signature Certification document prepared in accordance with the format contained in Annex B.
The representatives designated at any time during the term of this Contract by BCIE and the Borrower shall have authority to represent them, in accordance with the preceding paragraph.
BCIE and the Borrower may agree to any modifications or extensions to this Contract, provided that the obligations of the parties under the same are not substantially altered. As long as BCIE does not receive written notice that the Borrower has revoked the authorization granted to any of its representatives, BCIE may accept the signature of said representatives on any document, with the exception of modifications or extensions to this Contract, which shall correspond to the Minister of Finance as representative of the Borrower, as conclusive proof that the act performed in said document is duly authorized.
All expenses reasonably incurred by BCIE in connection with the enforcement of this Contract and after the occurrence of a default giving rise to Early Maturity, in relation to the collection of amounts owed to it under this Contract, shall be paid by the Borrower under the usual payment method of the Government of the Republic of Costa Rica.
This Contract shall be governed, interpreted, and enforced in accordance with the laws of the Republic of Costa Rica.
Any disagreements, discrepancies, claims, or controversies arising from this contract or related to it shall be resolved amicably by the parties. If they cannot be resolved in this manner, they shall be definitively resolved in accordance with the Arbitration Rules of the International Chamber of Commerce by an arbitrator appointed in accordance with those Rules. The arbitration shall be conducted in the Spanish language, in the City of Panama, Republic of Panama, and shall be governed by the Applicable Law.
If any provision of this Contract is declared null, invalid, or unenforceable in a given jurisdiction, such declaration shall not annul, invalidate, or render unenforceable the other provisions of this Contract in said jurisdiction, nor shall it affect the validity and enforceability of said provision and of the Contract in any other jurisdiction.
All data provided to BCIE or that it obtains in accordance with this Contract shall be kept as confidential information and may not be disclosed without the Borrower's authorization, except for information that is in the public domain; information that BCIE is obligated to provide to the financial institutions from which BCIE has obtained resources for the financing of this Contract, or in compliance with its confidentiality policies or when so requested by a competent authority, justifying its necessity, through the respective means and taking into account that BCIE's archives are inviolable in accordance with the provisions of its Constitutive Agreement.
Notwithstanding the foregoing, the Borrower hereby expressly authorizes BCIE to share, reveal, or disclose information that is provided to BCIE by the Borrower, whether prior to or after the execution of this contract or that BCIE obtains in accordance with this contract, whether: a) to any Bank or Financial Entity, whether national or international, Financial Institution or Export Agency, Multilateral Institution and/or any national or international Financial Institution or Agency in relation to or in connection with a possible assignment, conveyance, transfer, or participation (or in any other form or concept permitted by the Applicable Law) of the financing that is the subject of this contract and b) to any credit bureau, including Dun & Bradstreet, Equifax or any other credit bureau, located or not in the jurisdiction of the Borrower.
Both BCIE and the Borrower state that the stipulations contained in this Contract are the result of mutual negotiations that favor and benefit both parties.
This Loan Contract shall enter into full force and effect as of the date it acquires full legal validity in the Republic of Costa Rica, as established by the law through which the Legislative Assembly approves the loan. This Contract shall remain in force as long as any sum remains pending payment and shall terminate upon the total payment of all sums owed to BCIE by the Borrower.
The parties: BCIE and the Borrower, accept the Contract, in what concerns each of them, and sign it in token of conformity and record, in two counterparts of the same tenor and equal binding force, one for each party, at the place and date mentioned at the beginning of this document.
SIGNATURES:
On behalf of BCIE: On behalf of the BORROWER __________________________________ _______________________________ BANCO CENTROAMERICANO DE REPÚBLICA DE COSTA RICA INTEGRACIÓN ECONÓMICA Name: Mauricio Alberto Chacón Romero Name: Elian Villegas Valverde Position: Oficial Jefe de País Position: Ministro de Hacienda Date: September 16, 2020 Date: September 16, 2020 Honorary Witness:
___________________________________ Name: María del Pilar Garrido Gonzalo Ministra de Planificación Nacional y Política Económica LIST OF ANNEXES
[Place and Date] Oficial Jefe de País Costa Rica Banco Centroamericano de Integración Económica Edificio BCIE, San Pedro de Montes de Oca San José, Costa Rica Ref: [Loan Identification] Dear Sirs:
Pursuant to the provisions of Section 6.01 and Annex D of loan contract No. ________, executed on [date of contract] between the Banco Centroamericano de Integración Económica and ______________, we hereby request that the first disbursement be made for the amount of [ ______________ dollars (US$ ___)].
Likewise, in order to comply with numeral 2 of Section I of Annex D, we confirm that the supporting and justificatory documentation proving compliance with the prior actions contained in the Prior Actions Matrix of Annex E.1 remains in force.
The funds must be transferred according to the following payment instructions:
| Beneficiary | |
|---|
| Account Name | TESORERÍA NACIONAL MINISTERIO DE HACIENDA |
| BIC Code (If applicable) | |
| Account Number | 10000073902002493 |
| Address | AVENIDA SEGUNDA, CALLES 1 Y 3 |
| Transfer Reference (If applicable) | |
| Beneficiary's Bank | Intermediary Bank | | |
|---|
| Name | BANCO CENTRAL DE COSTA RICA | Name | JP MORGAN CHASE BANK, N.A. |
| Address | AVENIDA CENTRAL Y PRIMERA, CALLES 2 Y 4 | Address | 4 NEW YORK PLAZA FLOOR 15. NEW YORK, NY 10004 |
| SWIFT | BCCRCRSJ | SWIFT | CHASUS33 |
| ABA | 21083598 | ABA | 21000021 |
| Account No. at Intermediary Bank | 826196292 | | |
The Borrower's representative hereby states that to date it has complied with and observed all the obligations and requirements contained in the loan contract; likewise, it states that it has not adopted any resolution in relation to the Loan, the Program, or the principal documents that constitutes a modification to said resolutions and any other information it has previously provided to BCIE.
Name:
Position:
The undersigned Minister of Finance of the Republic of _________ has designated the following persons to act, jointly or individually, as representatives of the Republic of [ ], in the execution of the aforementioned loan contract.
Name Position Signature ___________________ _______________________ _________________________ _____________________ _______________________ _________________________ _____________________ _______________________ ________________________ The signatures of the authorized persons are included in this certification.
Executed in the city of [ ], Republic of [ ], Central America, on the [ ] of [ ] of [ ].
[Name of the Minister of Finance of the Republic] Minister of Finance
PROCURADURÍA GENERAL DE LA REPÚBLICA DE COSTA RICA I, (NAME AND QUALIFICATIONS of the Attorney General according to Agreement (indicate agreement number and date of issuance)), issue the following LEGAL OPINION regarding Loan Contract No. (include loan number) executed between the Government of the Republic of ___________ and the Banco Centroamericano de Integración Económica (BCIE), for an amount of (include amount in numbers and letters) currency of the United States of America, to finance the Program (indicate name of the Program).
I HEREBY CERTIFY THAT:
FIRST: On xx of xx of the year xx, the Banco Centroamericano de Integración Económica and the Government of the Republic of _________ (hereinafter the Borrower) executed loan contract No. (include loan contract number), to finance the Program (indicate name of the Program).
SECOND: The officials who have executed the loan contract, on behalf and representation of the Borrower, have full powers and sufficient authority to act with the representation they hold, as well as to bind the Borrower under the terms established in the cited loan contract.
THIRD: Loan contract No. (include loan contract number) was duly approved by the Legislative Assembly through the first article of Law include (law number and publication date) as of which date it enters into force.
FOURTH: Legislative approval is an indispensable requirement for the validity of loan agreements and guarantee contracts in the Republic of _____________, as established in Article ___, subsection __ of the Political Constitution.
FIFTH: Once said approval and publication have occurred, the referred Contract does not require any other legislative or administrative approval for its perfection and effectiveness. Therefore, by the Legislative Assembly approving the loan contract, the formal requirements constitutionally and legally required for the validity and effectiveness of an external credit contract in the country have been met.
SIXTH: The obligations derived from the Loan Contract constitute valid and enforceable obligations in accordance with the laws of the Republic of __________. Therefore, the referred Loan Agreement establishes direct obligations, valid, legally binding on the Borrower, enforceable in accordance with their terms.
This LEGAL OPINION is issued at the request of the Ministry of Finance, to comply with the provisions of Section 6.01, point d) of the Loan Contract in (include place and date of signature)
I. Conditions Precedent to the First and Only Disbursement
1. The disbursement shall depend on having current, updated information on the maintenance of macroeconomic stability, compliance with the loan contract, and compliance satisfactory to the Bank with the conditions linked to the Prior Actions Matrix. Where applicable, if more than one (1) year elapses from the date of loan approval by the Bank and the first and only disbursement has not yet been made, at BCIE's request and to its satisfaction within the period it determines, the Borrower must submit updated information on the macroeconomic stability of the country, and may provide its own analysis, that of the Central Bank, or one carried out by another financial organization.
2. Ratification by the Borrower that the supporting and justificatory documentation proving compliance with the prior actions contained in the Prior Actions Matrix detailed below remains in force, or, if applicable, that it has sent the respective update to BCIE:
- a)Protect the income and jobs of people from the impact of COVID-19 and foster the recovery of MSMEs.
i. The Borrower has created a temporary unemployment subsidy (Bono Proteger) to contribute to the social protection of households affected by the change in their working conditions or income due to the national emergency caused by COVID-19.
ii. The Borrower has taken measures to protect jobs and support MSMEs affected by the COVID-19 pandemic by: (a) granting a moratorium on the payment of VAT, corporate income taxes, and customs tariffs; (b) approving a temporary reduction of social security contributions; (c) allowing the temporary suspension of work shifts; and (d) urging state-owned commercial banks to provide financing mechanisms to individuals and companies affected by COVID-19 that need access to credit for working capital and investment.
iii. The Borrower has mobilized resources to address COVID-19 mitigation efforts, including: (a) transferring income from the Refinadora Costarricense de Petróleo (RECOPE) to the Borrower's Central Government budget generated by creating a temporary gap between domestic and international prices of petroleum-derived products and (b) transferring excess capital from the Instituto Nacional de Seguros (INS) to the Borrower's Central Government budget.
- b)Strengthen fiscal sustainability after COVID-19.
i. The Borrower approved a tax reform that: (a) converted the sales tax into a value-added tax (VAT); (b) regulated the VAT base to reduce exemptions and established a reduced rate for the basic consumer basket; (c) expanded the base and harmonized capital gains tax rates between the personal income tax (ISR) and corporate income tax (ISR) and adopted international best practices on capital income taxes and Base Erosion and Profit Shifting (BEPS); and (d) added two brackets to the personal ISR (20 and 25 percent for income exceeding the equivalent of US$3,400.0 and US$7,200.0 per month, respectively).
ii. The Borrower has established a fiscal responsibility framework by: (a) limiting the growth of non-financial public sector (SPNF) spending to that of average nominal GDP growth, or less, when the debt/GDP ratio crosses the thresholds of 30, 45, or 60 percent; (b) establishing the necessary procedures to comply with the rule, including the basis for activating the escape clause and communicating them to SPNF institutions for the formulation of the 2020 budget; (c) establishing an autonomous Fiscal Council to issue its opinion on the results of monitoring compliance with the fiscal responsibility rule; and (d) clarifying that compliance with the fiscal rule shall be verified based on budget execution for the relevant year under consideration.
iii. The Borrower has: (a) frozen the basic salaries of the Central Government public sector in 2020; (b) closed vacant public sector positions pending filling; (c) proposed the elimination of the annual bonus for 2020 for the public sector (except for the police, personnel of the Borrower's Ministry of Health and the CCSS) and the redirection of all savings to the Comisión Nacional de Prevención de Riesgos y Atención de Emergencias; and (d) simplified the remuneration policy for public servants, placing limits on bonuses and extraordinary compensation (at levels) and establishing new rules for performance evaluation.
iv. The Borrower has adopted measures to increase the transparency and efficiency of debt management by enacting a public policy for the SPNF that preserves the principle of debt sustainability, the requirement to record and track contingent obligations, and international best practices on transparency and accountability.
- c)Lay the foundations for a strong post-COVID-19 recovery by promoting green growth and low-carbon development.
i. The Borrower, through MINAE, has required that the directorates and offices attached to MINAE and its Vice Ministries of Environmental Management, Energy, Environment and Water, and Seas include and provide information in a timely manner to enable the Sistema Nacional de Métrica en Cambio Climático (SINAMECC) to collect, monitor, and report on climate change data within their areas of competence.
ii. Under the Programa País de Carbono Neutralidad (PPCN), the Borrower, through MINAE, has provided one-year certifications to municipalities and public and private organizations for which a verification was carried out to confirm compliance with the commitment to low-carbon development in key productive sectors and production processes.
iii. The Autoridad Reguladora de los Servicios Públicos (ARESEP) has issued a technical regulation to clearly establish the technical and operational framework for the provision of ancillary services in the national electric system, considering their planning, operation, allocation, supervision, evaluation, and management.
II. Special Affirmative Obligations
In addition to the affirmative obligations described in Article 9 of this Contract, the Borrower must comply with the following special obligations:
1. During the implementation of the OPD, the Borrower and BCIE, at the request of either party, shall exchange assessments regarding the Borrower's macroeconomic framework and the progress achieved in the Policy Actions and Development Results Matrix.
2. Inform BCIE of any situation that could have an effect of reversing the objectives of the Operation or any policy action linked to the Operation.
3. In view of the nature of the Program, the evolution, result, and measurement of the indicators shall not entail a default, a cause for early maturity, or suspension of disbursements, and therefore cross default is not applicable.
Prior Actions Matrix Pillar A- Protect the income and jobs of people from the impact of COVID-19 and foster the recovery of MSMEs Prior Action #1: The Borrower has created a temporary unemployment subsidy (Bono Proteger) to contribute to the social protection of households affected by the change in their working conditions or income due to the national emergency caused by COVID-19.
Evidence: Decreto No. 42305 MTSS - MDHIS of April 17, 2020 and published in La Gaceta Oficial of the Borrower on April 17, 2020 amended by Decreto No. 42329-MTSS-MDHIS dated April 29, 2020 and published in La Gaceta Oficial of the Borrower on April 29, 2020; and Ley No. 9840 of April 22, 2020 and published in La Gaceta Oficial of the Borrower on April 22, 2020.
Prior Action #2: The Borrower has taken measures to protect jobs and support MSMEs affected by the COVID-19 pandemic by: (a) granting a moratorium on the payment of VAT, corporate income taxes, and customs tariffs; (b) approving a temporary reduction of social security contributions; (c) allowing the temporary suspension of work shifts; and (d) urging state-owned commercial banks to provide financing mechanisms to individuals and companies affected by COVID-19 that need access to credit for working capital and investment.
Evidence: (i) Ley No. 9830 of March 19, 2020 and published in La Gaceta Oficial of the Borrower on March 20, 2020; (ii) Communication from CCSS SJD-0494-2020 regarding the Resolution of the Board of Directors dated March 20, 2020; (iii) Ley No. 9832 of March 21, 2020 and published in La Gaceta Oficial of the Borrower on March 23, 2020; and (iv) Directriz 083-H-MIDEPLAN of May 8, 2020 and published in La Gaceta Oficial of the Borrower on May 9, 2020.
Prior Action #3: The Borrower has mobilized resources to address COVID-19 mitigation efforts, which include: (a) transferring income from the Refinadora Costarricense de Petróleo (RECOPE) to the Borrower's Central Government budget, generated by creating a temporary gap between domestic and international prices of petroleum-derived products, and (b) transferring excess capital from the Instituto Nacional de Seguros (INS) to the Borrower's Central Government budget.
Evidence: (i) Ley No. 9840 of April 22, 2020, and published in the Borrower's La Gaceta Oficial of April 22, 2020; and (ii) Ley No. 9847 of May 18, 2020, and published in the Borrower's La Gaceta Oficial on May 19, 2020.
Pillar B - Strengthening fiscal sustainability after COVID-19 1Prior Action #4: The Borrower approved a tax reform that: (a) converted the sales tax into a value-added tax (VAT); (b) regulated the VAT base to reduce exemptions and established a reduced rate for the basic consumption basket; (c) broadened the base and harmonized the rates of capital gains between the personal income tax (PIT) and the corporate income tax (CIT) and adopted best international practices regarding capital income taxes and Base Erosion and Profit Shifting (BEPS); and (d) added two ceilings to the personal income tax (PIT) (20 and 25 percent for income exceeding US$3,400.0 and US$7,200.0 equivalent per month, respectively1.
1 See prior action 2 on the moratorium on tax declarations and payments to help preserve jobs and provide liquidity to the SME sector.
Evidence: (i) Titles I and II of Ley No. 9635 of December 3, 2018, and published in the Borrower's La Gaceta Oficial on December 4, 2018; (ii) Decreto No. 41779 dated June 7, 2019, and published in the Borrower's La Gaceta Oficial on June 11, 2019; (iii) Decreto No. 41615.MEIC-H dated March 13, 2019, and published in the Borrower's La Gaceta Oficial on March 18, 2019, and (iv) Decreto Ejecutivo No. 41818-H dated June 17, 2019, and published in the Borrower's La Gaceta Oficial on June 26, 2019.
2Prior Action #5: The Borrower has established a fiscal responsibility framework by: (a) limiting the growth of non-financial public sector (SPNF) expenditure to the average nominal GDP growth, or less, when the debt-to-GDP ratio crosses the 30, 45, or 60 percent thresholds; (b) establishing the necessary procedures to comply with the rule, including the basis for activating the escape clause, and communicating them to SPNF institutions for the formulation of the 2020 budget; (c) establishing an autonomous Fiscal Council to issue its opinion on the results of monitoring compliance with the fiscal responsibility rule; and (d) clarifying that compliance with the fiscal rule will be verified based on the budget execution for the relevant year under consideration.
2 The escape clause was activated appropriately and selectively for the budgets of the 4 institutions on the front line of the fight against COVID-19 due to the National Emergency declared in Decreto Ejecutivo 42227-MP-S.
Evidence: (i) Title IV of Ley No. 9635 of December 3, 2018, and published in the Borrower's La Gaceta Oficial on December 4, 2018; (ii) Decreto No. 41641-H dated April 9, 2019, and published in the Borrower's La Gaceta Oficial on April 25, 2019, and DM-0466-2019 of the Ministerio de Hacienda; (iii) Decreto No. 41937-H dated August 1, 2019, and published in the Borrower's La Gaceta Oficial on August 28, 2019; and (iv) Decreto Nº 42218-H of February 26, 2020, and published in the Borrower's La Gaceta Oficial on March 4, 2020.
Prior Action #6: The Borrower has: (a) frozen basic salaries of the Central Government public sector in 2020; (b) closed pending public sector vacancies to be filled; (c) proposed the elimination of the annual bonus for 2020 for the public sector (with the exception of the police, personnel of the Borrower's Ministerio de Salud and of the CCSS) and the redirection of all savings to the Comisión Nacional de Prevención de Riesgos y Atención de Emergencias; and (d) simplified the remuneration policy for public servants, placing limits on bonuses and extraordinary compensation (in levels) and establishing new rules for performance evaluation.
Evidence: (i) Decreto No. 42286-MTSS-H-MIDEPLAN dated April 4, 2020, and published in the Borrower's La Gaceta Oficial on April 6, 2020; (ii) Proyecto de Ley No. 21,917 published in the Borrower's La Gaceta Oficial on April 9, 2020; (iii) Ley No. 9841 of April 24, 2020, and published in the Borrower's La Gaceta Oficial on April 25, 2020; (iv) Title III of Ley No. 9635 of December 3, 2018, and published in the Borrower's La Gaceta Oficial on December 4, 2018; and (v) Decreto No. 42087-MP-PLAN of December 4, 2019, and published in the Borrower's La Gaceta Oficial on December 10, 2019.
Prior Action #7: The Borrower has adopted measures to increase the transparency and efficiency of debt management by enacting a public policy for the SPNF that preserves the principle of debt sustainability, the requirement to record and track contingent obligations, and international best practices on transparency and accountability.
Evidence: Decreto No. 41935-H of August 16, 2019, and published in the Borrower's La Gaceta Oficial on August 26, 2019.
Pillar C - Laying the foundations for a strong post-COVID-19 recovery by promoting green growth and low-carbon development.
Prior Action #8: The Borrower, through MINAE, has required that the directorates and offices attached to MINAE and its Vice-Ministries of Environmental Management, Energy, Environment and Water, and Seas include and provide information in a timely manner to enable the Sistema Nacional de Métrica en Cambio Climático (SINAMECC) to collect, monitor, and report on climate change data within their areas of competence.
Evidence: Directriz No. 001-2019 of May 17, 2019.
Prior Action #9: Under the Programa País de Carbono Neutralidad (PPCN), the Borrower, through MINAE, has provided one-year certifications to municipalities and public and private organizations for which a verification was carried out to confirm compliance with the commitment to low-carbon development in key productive sectors and production processes.
Evidence: Letter from MINAE DM-0359-2020 of March 20, 2020.
Prior Action #10: The Autoridad Reguladora de los Servicios Públicos (ARESEP) has issued a technical regulation to clearly establish the technical and operational framework for the provision of ancillary services in the national electric system, considering their planning, operation, allocation, supervision, evaluation, and management.
Evidence: Resolución No. RE-0140-JD-2019 published in the Borrower's La Gaceta Oficial on December 13, 2019.
| PA | Indicator Name | Baseline | Target |
|---|
| Pillar A | | |
| 1 | -Number of beneficiaries of the Bono Proteger. | 0 2019 | 600,000 2020 |
|---|
| -Proportion of families in the lowest quintile of the income distribution covered | 20% | 40% |
| by Avancemos. | 2019 | 2022 |
| -Number of districts covered by Estrategia Puente. | 75 Districts 2019 | 88 Districts 2022 |
| 2 | Amount of additional liquidity provided to SMEs. | 0% | 0.5% |
| Cumulative starting March 2020 as % of GDP | 2019 | 2022 |
| -Number of procedures to open a business | 10 2019 | 5 2022 |
| -Number of all processes for business online. | 22 2019 | 119 2020 |
| 3 | Revenue generated by the transfer of income or capital from state-owned enterprises measured as a percentage of GDP. | 0% 2019 | 0.2% 2022 |
| Pillar B | | | |
| 4 | Tax revenues from VAT and income taxes as a percentage of GDP. | 10.3% 2018 | 12.2% 2022 |
| 5 | Number of annual budgets of the Central Government (GC), Caja Costarricense de Seguro Social (CCSS) and Universities (U) in compliance with the fiscal rule. | 0 2018 | GC:3 |
| CCSS: 3 U: 3 | | |
| 2022 | | |
| 6 | Average nominal growth rate in percentage of public salary expenditure in the GC and the non-financial public sector (SPNF). | GC:6.5% SPNF: 6.5% 2013-2018 | GC: 3.2% SPNF: 3.2% 2022 |
| 7 | -Number of benchmark bonds outstanding in the domestic market for amounts | 0 | 2 |
| of US$1,000.0 million or more. | 2019 | 2022 |
| -Reduction in non-competitive issuances, direct investment balance and | 774 | 619 |
| "direct treasury" at year-end in billions of colones. | 2019 | 2022 |
| Pillar C | | | |
| 8 | -Number of agreements formalizing reporting to SINAMECC. | 0 2019 | 5 2022 |
| -Updated emissions data reported to the UNFCCC. | Data up to 2012 2019 | Data up to 2019 2022 |
| 9 | -Number of municipalities in the PPCN. | 0 2019 | 20 2022 |
| Number of organizations in the PPCN | 0 2019 | 200 2022 |
| -Number of Products in the PPCN. | 0 2019 | 10 2022 |
| -Percentage of total livestock farmers and total percentage of coffee producers that | 3% and 13% | 7% and 20% |
| apply the Nationally Appropriate Mitigation Actions (NAMA) model. | 2019 | 2022 |
| -Integrated number of farms/producers receiving environmental services incentives. | 50 | 100 |
| | 2019 | 2022 |
| 10 | Number of power plants registered to provide ancillary services in accordance with the procedure established for these purposes. | 0 2019 | 13 2022 |
| # | Indicative Trigger Objective Subject to Future Modification and Negotiation | |
|---|
| 1 | The Borrower has improved the targeting of existing social programs to the poorest households by: (a) better identifying families in extreme poverty based on the poverty-focused methodology of the Sistema Nacional de Información y Registro Único de Beneficiarios del Estado (SINIRUBE) and the frequent updating of | |
| the SINIRUBE database to maintain its relevance in addressing the needs of the poor; and; (b) using the savings to expand district-level coverage of the Estrategia Puente to deliver a package of benefits to families in extreme poverty. | |
| 2 | The Borrower has introduced measures to support economic recovery and job creation by: (a) improving and, if applicable, expanding development bank financing to help SMEs and producers in tourism and other sectors for their post-COVID-19 recovery; (b) approving legislation to modernize the Instituto Nacional de Aprendizaje (INA); and (c) reducing the number of procedures to open a business and increasing the number of those processed through the Ventanilla Única de Inversión (VUI). | |
| 3 | The Borrower has enacted a dividend policy for state-owned enterprises, including transfers to the budget when appropriate. | |
| 4 | The Borrower has enacted measures to: (a) reduce key tax exemptions and require periodic impact assessments and sunset clauses for remaining exemptions, and (b) introduce a risk matrix and associated implementation mechanisms for all tax audits. | |
| 5 | The Borrower has improved the key budget process by: (a) issuing procedures to incorporate decentralized national-level agencies (approximately 50) into the Central Government (GC) budget and the single treasury account; (b) creating a macroeconomic analysis unit in the Ministerio de Hacienda tasked with centralizing the preparation of the Medium-Term Fiscal Framework for the entire SPNF; and (c) improving procurement processes by: requiring all contracting entities to use the electronic platform Sistema Integrado de Compras Públicas (SICOP) and introducing a robust regulatory and institutional framework to manage and implement umbrella contracts for goods and services, among others. | |
| 6 | The Borrower has enacted a New Public Employment Law that introduces a single remuneration agreement and a subsequent management system for the civil service. | |
| 7 | The Borrower has further improved public debt management and transparency by: (a) issuing a strengthened Medium-Term Debt Strategy (EDMP) and its associated Borrowing Plan for the first half of 2021; (b) enacting a roadmap to broaden the investor base and improve liquidity in the secondary government securities market; (c) further advancing the implementation of benchmark policy issuances; and (d) improving coordination mechanisms between the Treasury and the Debt Management Office, whereby: (i) the Debt Management Office is responsible for the EDMP, instruments, and borrowing plan, and (ii) the Treasury is responsible for cash management. | |
| 8 | The Borrower, through MINAE, has expanded inter-institutional reporting to SINAMECC and the availability of climate change data, by signing two ministerial agreements, fostering greater oversight of green growth and low-carbon development policies. | |
| 9 | The Borrower has fostered green markets and the harnessing of natural resources for growth, by: (a) issuing, through MINAE, a Decree expanding the Programa País de Carbono Neutralidad (PPCN) to products such as coffee, medical devices, fruits, tourism, among others; and (b) issuing, through MAG and MINAE, a comprehensive governance, planning, and implementation framework through a joint high-level Steering Committee, to strengthen and streamline the economic and financial instruments used by the two ministries and development banks to incentivize farmers and producers to adopt low-carbon emission technologies and climate-resilient measures to meet GHG reduction commitments for the agricultural and forestry sectors. | |
| 10 | The Borrower has strengthened the governance and transparency of the energy system through: (a) the issuance of regulations defining the governance structure and operational relationship of the Centro Nacional de Control de Energía (CENCE) with other agents in the Instituto Costarricense de Electricidad (ICE) operating in the energy system, (b) ARESEP's approval of procedures for CENCE to operate the energy system and to transparently report the results of the system operation, along with a stakeholder complaint mechanism and oversight for CENCE by ARESEP, and (c) ARESEP's approval of a payment mechanism to CENCE for system operation services separated from ICE's transmission operation costs. |
These indicators are referential for another potential future financing under the Development Policy Operations program. They do not constitute any legal commitment on the part of the Government of Costa Rica to comply with said indicators. Consequently, compliance with said indicators does not guarantee financing by CABEI. All referential indicators for another financing are subject to modification or elimination at any time and by either party.
# Indicative Trigger Objective Subject to Future Modification and Negotiation The Borrower has improved the targeting of existing social programs to the poorest households by: (a) better identifying families in extreme poverty based on the poverty-focused methodology of the Sistema Nacional de Información y Registro Único de Beneficiarios del Estado (SINIRUBE) and the frequent updating of
| Operation Name: | COMIDE Policies of the Republic of Costa Rica |
|---|
| Client: | Republic of Costa Rica |
| Executing Agency: | N/A |
| Country: | Costa Rica (CRI) |
| Institutional Sector: | Public Sector |
| Focal Area: | Rural Development and Environment |
| Plan: | Financial Sector |
| Intensity Matrix | |
Recommendations Gap Action Deliverables Environmental and Social Management Plan By virtue of the Borrower, through the corresponding public sector institutions, being in the process of implementing the Institutional Environmental Management Plan (PGAI) and guidelines that address environmental and social aspects and risks relevant to the COVID-19 emergency response, fiscal consolidation, and the decarbonization of the economy (Protocol for Granting Bono Proteger, Guide for the prevention, mitigation, and business continuity due to the COVID-19 pandemic in Workplaces, Protocol for Preparedness and Response to COVID-19 in Informal Settlements, Decarbonization Plan 2018-2050), it is recommended to continue with the implementation of the aforementioned elements to adequately safeguard potential residual environmental and social risks that may arise. The foregoing in accordance with national legislation.
The Borrower, through the Ministerio de Hacienda or other corresponding public sector institution, if modifications to the PGAI or guidelines addressing environmental and social aspects and risks relevant to the COVID-19 emergency response, fiscal consolidation, and the decarbonization of the economy are prompted, must send CABEI a copy of the new versions under implementation.
Plan Monitoring
| Dept. responsible for Monitoring | Name | Unit Coordinator |
|---|
| Position | Environmental Management Unit | |
| Institution | Ministerio de Hacienda | |
| Method of monitoring report by the client to CABEI | If modifications to the PGAI or guidelines addressing environmental and social aspects and risks relevant to the COVID-19 emergency response, fiscal consolidation, and the decarbonization of the economy are prompted, send CABEI a copy of the new versions under implementation. SIEMAS Questionnaire | |
Frequencies A single time after one (1) year has elapsed from the disbursement with CABEI resources, without two (2) years having passed from this.
Execution Follow-up From the Last Disbursement has 1 Year
A. Counterparties and Their Related Parties:
Recommendations Gap Action Deliverables All natural or legal persons that participate or provide services in projects or operations directed at the public sector, whether in their capacity as bidders, borrowers, sub-borrowers, executing agencies, coordinators, supervisors, contractors, subcontractors, consultants, suppliers, donation beneficiaries (and all their officials, employees, representatives, and agents), as well as any other type of analogous relationship, hereinafter referred to as Counterparties and Their Related Parties, must refrain from carrying out any act or action that falls within or can be classified as a Prohibited Practice as established in section (B) of this Annex.
B. Prohibited Practices:
CABEI has established a Reporting Channel as the mechanism to report and investigate irregularities, as well as the commission of any Prohibited Practice, in the use of CABEI funds or funds administered by it.
For the purposes of this contract, Prohibited Practices are understood as the following:
i. Fraudulent Practice: Any act or omission, including misrepresentation of facts and circumstances, that deliberately or through negligence, deceives or attempts to deceive any party to obtain a financial or other benefit, for oneself or a third party, or to evade an obligation in favor of another party.
ii. Corrupt Practice: Consists of offering, giving, receiving, or soliciting, directly or indirectly, something of value to unduly influence the actions of another party.
iii. Coercive Practice: Consists of impairing or causing harm, or threatening to impair or cause harm, directly or indirectly, to any party or its property to unduly influence the actions of a party.
iv. Collusive Practice: An arrangement made between two or more parties with the intention of achieving an undue purpose or unduly influencing the actions of another party.
v. Obstructive Practice: Consists of: (a) deliberately destroying, falsifying, altering, or concealing material evidence for an investigation, or making false statements in investigations, in order to impede an investigation into allegations of corrupt, fraudulent, coercive, or collusive practices; and/or threatening, harassing, or intimidating any of the parties to prevent them from disclosing their knowledge of matters relevant to the investigation, or to prevent the investigation from proceeding, or (b) intentionally undertaking an action to physically impede the exercise of CABEI's contractual rights of audit and access to information.
C. Declarations and Obligations of the Counterparties:
The Counterparty(ies) shall transfer to their Related Parties (sub-borrowers, executing agencies, coordinators, supervisors, contractors, subcontractors, consultants, suppliers, bidders, donation beneficiaries, and the like) the following declarations, which must be expressly established in the contractual documentation governing the relationship between the Counterparty(ies) and their Related Party(ies). The foregoing shall be applicable to operations financed with CABEI resources or administered by it, in order to prevent them from engaging in the commission of Prohibited Practices, with both the Counterparty and its Related Parties obligated to abide by the actions and decisions that CABEI deems pertinent, should the existence of any of the Prohibited Practices described in section (B) of this Annex be proven.
Particular Declarations of the Counterparties The Counterparties declare that:
i. They are aware of CABEI's Reporting Channel, as a mechanism to report and investigate irregularities or the commission of any Prohibited Practice in the use of CABEI funds or funds administered by it.
ii. They will retain all documents and records related to activities financed by CABEI for a period of ten (10) years, counted from the completion date of this contract.
iii. As of the date of this contract, they have not engaged, on their own behalf or through related parties (officials, employees, representatives, and agents) or in any other type of analogous relationship, in Prohibited Practices.
iv. All information submitted is truthful, and therefore they have not misrepresented or concealed any fact during the eligibility, selection, negotiation, bidding, and execution processes of this contract.
v. Neither they, nor their directors, officials, staff, contractors, consultants, and Program supervisors (i) are disqualified or declared by an entity as ineligible to obtain resources or the award of contracts financed by any other entity, or (ii) have been found guilty of crimes related to Prohibited Practices by the competent authority.
vi. None of their directors and officials have been a director, official, or shareholder of an entity (i) that is disqualified or declared ineligible by any other entity, (ii) or has been found guilty of a crime related to Prohibited Practices by the competent authority.
Obligations of the Counterparties The following are the obligations of the Counterparties:
i. Not to engage in any Prohibited Practice in programs, projects, or operations financed with CABEI's own funds or funds administered by it.
ii. Report during the selection, negotiation, and execution process of the contract, through the Reporting Channel, any irregularity or the commission of any Prohibited Practice related to projects financed by CABEI or with funds administered by it.
iii. Reimburse, at CABEI's request, the expenses or costs associated with the activities and investigations carried out in connection with the commission of Prohibited Practices.
All the aforementioned expenses or costs must be duly documented, with the obligation to reimburse them upon CABEI's sole request within a period not exceeding ninety (90) calendar days from the receipt of the collection notice.
iv. Grant unrestricted access to CABEI or its duly authorized representatives to visit or inspect the offices or physical facilities used in connection with projects financed with CABEI's own funds or administered by it.
Likewise, they shall permit and facilitate the conduct of interviews with their shareholders, directors, executives, or employees of any status or salary relationship. Similarly, they shall permit access to the physical and digital files related to said projects or operations, providing all necessary collaboration and assistance so that the planned activities can be properly carried out, at CABEI's discretion.
v. Respond within a reasonable timeframe to inquiries related to any investigation, inspection, audit, or research originating from CABEI or any appropriately designated investigator, agent, auditor, or consultant, whether in written, virtual, or verbal form, without any type of restriction.
vi. Address and observe any recommendation, requirement, or request issued by CABEI or any person duly designated by it, related to any of the aspects linked to the operations financed by CABEI, their execution, and operation.
The Declarations and Obligations made by the Counterparties contained in this section C are truthful and shall remain in effect from the date of signature of this contract until the date on which the sums owed thereunder are fully satisfied.
D. Audit and Investigation Process:
Prior to determining the existence of irregularities or the commission of a Prohibited Practice, CABEI reserves the right to execute the audit and investigation procedures available to it, and may issue an administrative notification derived from the analyses, evidence, proofs, investigation results, and any other available element related to the fact or Prohibited Practice.
E. Recommendations:
When the existence of irregularities or the commission of a Prohibited Practice is determined, CABEI will issue the recommendations listed below, without being limitative. The foregoing is without prejudice to CABEI's authority to report the corresponding case to the competent local authorities:
i. Issuance of a written reprimand.
ii. Adoption of measures to mitigate the identified risks.
iii. Suspension of disbursements.
iv. De-obligation of resources.
v. Request early repayment of resources.
vi. Cancel the business or the contractual relationship.
vii. Suspension of procurement processes or procedures.
viii. Request for additional guarantees.
ix. Execution of bonds or guarantees.
x. Any other applicable course of action pursuant to this contract.
F. List of Prohibited Counterparties:
CABEI may include the Counterparties and their Related Parties in the List of Prohibited Counterparties that it has established for this purpose. The temporary or permanent disqualification in said List of Prohibited Counterparties shall be determined on a case-by-case basis by CABEI.
CABEI will grant the counterparties and their related parties the opportunity to present their arguments for discharge, through an administrative proceeding.
This Annex forms an integral part of this contract, and therefore the Counterparty accepts each and every one of the provisions stipulated herein.
[This annex is reserved so that, if the use of extraordinary resources for the Loans from a source of financing external to the Bank is accepted, the conditions, commissions, terms, and credit obligations required by the external source of extraordinary resources are described.]
Supplementary Provision A. Operative Provision
(a) Replacement of the Benchmark Rate. Notwithstanding any stipulation in this clause, if a Benchmark Transition Event or an Early Opt-in Event, as applicable, and its related Benchmark Replacement Date occur, which will replace the current Benchmark Rate for all purposes of this contract with respect to the determination on that date and all determinations on subsequent dates. If the Benchmark Replacement is determined in connection with clause (1) or (2) of the definition of "Benchmark Replacement," that Benchmark Replacement shall become effective at the applicable "Effective Time" on the "Benchmark Replacement Date" without any amendment, or any subsequent action or consent of any party, to this Contract. If the Benchmark Replacement is determined in accordance with clause (3) of the definition of "Benchmark Replacement," that replacement of the Benchmark Rate shall be effective at 5:00 pm on the fifth (5th) Business Day following receipt of the notification that such replacement has been informed to the Borrower without any amendment, subsequent action, or consent of any of the parties to this contract.
(b) Benchmark Replacement Conforming Changes. In connection with the implementation of the Benchmark Replacement, CABEI shall have the right to make Benchmark Replacement Conforming Changes with the required frequency, notwithstanding any provision to the contrary in this Contract, any amendment implementing the Benchmark Replacement Conforming Changes shall be effective without any action or consent of any of the parties to this Contract.
(c) Notices; Standards for Decisions. CABEI shall promptly notify the Borrower of (i) the occurrence of a Benchmark Transition Event or an Early Opt-in Event, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement and its Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any Term SOFR tenor in accordance with the following clause (d), and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any decision or election that may be made by CABEI pursuant to the section titled "Effect of Benchmark Transition Event," including any decision regarding the tenor, rate, or adjustment or the occurrence or non-occurrence of any event, circumstance, or date and any decision to take or refrain from taking any action or any selection, shall be conclusive and binding absent manifest error and may be made in its discretion and without consent from any other party, except, in each case, as expressly required in the section "Effect of Benchmark Transition Event." (d) Term SOFR Unavailability Period. Notwithstanding any determination to the contrary expressly stipulated in this Contract, at any time and with respect to any Interest Period, if the Benchmark Rate at that time is Term SOFR and Term SOFR for the applicable period is not displayed on any platform or any other relevant information service that publishes such rate periodically, as determined by CABEI in its reasonable discretion, CABEI may (i) modify the definition of "Interest Period" for all interest determinations on or after such time in order to substitute the tenor that is not available and (ii) if Term SOFR, as applicable, for the applicable period is available on such platform or relevant information service after its removal in connection with clause (i) detailed above, modify the definition of "Interest Period" for all interest determinations on or after such time in order to reinstate the previously substituted period.
(e) Benchmark Unavailability Period. Upon receipt by the Borrower of notice of the Benchmark Unavailability Period, the Borrower may revoke any disbursement request within 48 hours after the time of delivery of the request. In the event such revocation request is not received within the indicated period, the Borrower shall understand that the disbursement will be executed using the applicable Benchmark Replacement.
B. Definitions:
As used in Section A, the following definitions shall have the meaning detailed below:
"Benchmark Rate" initially means LIBOR, on the understanding that if a Benchmark Transition Event or an Early Opt-in Event occurs, as applicable, and its related Benchmark Replacement Date has occurred with respect to LIBOR or the then-current Benchmark Rate, at that time "Benchmark Rate" shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement becomes effective as stipulated in Section 1 (Effect of Benchmark Transition Event).
"Benchmark Replacement" means, for any Interest Period, the first alternative detailed in the following order that can be determined by CABEI from the Benchmark Replacement Date:
(1) The sum of: (a) Term SOFR or, if CABEI determines that Term SOFR for the Corresponding Period cannot be determined, the Next Available Term SOFR, and (b) the Benchmark Replacement Adjustment.
(2) The sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment. (3) The sum of: (a) the alternative interest rate that has been selected by CABEI and the Borrower as the replacement for the then-current Benchmark Rate for the applicable Corresponding Period giving due consideration to: (i) any selection or recommendation of a replacement rate or mechanism for determining such rate by the Relevant Governmental Body at that time or (ii) any evolving or then-prevailing market convention for determining an interest rate as a replacement for the then-current Benchmark Rate for syndicated credit facilities having the United States Dollar as the contractual currency at that time or (b) The Benchmark Replacement Adjustment; on the understanding, that if CABEI and the Borrower have not reached a determination with respect to the foregoing within 30 calendar days from the negotiations of this clause (3), then; (4) On any determination date, an annual rate equivalent to the greater of: (i) the Federal Funds Rate on that date plus 1%, or (ii) the rate per annum in effect and publicly announced by Citibank, N.A. on that day, plus, on the understanding that either Party may request at any time after the 45th day following any determination under this clause (4) that the parties make a new determination of a Benchmark Replacement related to clauses (1), (2), (3), and (4) of this defined term; In the case of clauses (1) and (2) above, such rate, or the underlying rates compounded, or displayed on the platform or any information service that publishes such rate or rates periodically as selected by CABEI, in its reasonable discretion. If the Benchmark Replacement as determined pursuant to the criteria of clauses (1), (2), (3), or (4) above would be less than zero, the Benchmark Replacement shall be zero for purposes of this contract.
"Benchmark Replacement Adjustment" means, for any Interest Period:
(1) For purposes of clause (1) and (2) of the definition of "Benchmark Replacement," as the first alternative in the order set forth above that can be determined by CABEI from the Benchmark Replacement Date:
(a) The spread adjustment, or the method for calculating the determination of the spread adjustment, (which may be a positive, negative, or zero value) that has been selected or recommended by the Relevant Governmental Body for the Adjusted Benchmark Replacement; (b) The spread adjustment (which may be a positive, negative, or zero value) that would apply to the fallback rate for derivatives transactions reflected in the ISDA Definitions with respect to the index cessation event in relation to USD LIBOR for the Corresponding Period.
(2) For purposes of clause (3) of the definition of "Benchmark Replacement," the spread adjustment or the method for calculating or determining such spread adjustment (which in any case may be a positive, negative, or zero value) that has been selected by CABEI and the Borrower for the Corresponding Period taking into consideration the following: (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark Rate with the Unadjusted Benchmark Replacement by the Relevant Governmental Body at that time or (ii) any market convention that is developing or prevailing for determining such spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark Rate with the Unadjusted Benchmark Replacement for United States Dollars in syndicated facilities at that time; In the case of clause (1), such adjustment is displayed on a platform or information service that publishes such Benchmark Replacement Adjustment periodically as selected by CABEI in its reasonable discretion.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Interest Period," timing and frequency of determining rates and interest payments, and any other administrative matter) that are consistent with the Benchmark Rate and that CABEI deems appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit administration by CABEI in a manner consistent with market practice (or, if CABEI decides that adoption of any portion of such market practice is not administratively feasible or if CABEI determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as CABEI decides is reasonably necessary in connection with the administration of this Contract).
"Benchmark Replacement Date" means the first to occur of the following events with respect to the then-current Benchmark Rate: (1) In the case of clause (1) and (2) of the definition of "Benchmark Transition Event," the later date of (a) the public statement or publication of information cited therein and (b) when the administrator of the Benchmark Rate, permanently or indefinitely, ceases to provide such benchmark; (2) In the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information cited therein; (3) In the case of clause (4) of the definition of "Benchmark Replacement," any date after the occurrence of the Benchmark Replacement Date related to prior clauses (1) and (2) or subsequent clause (4); or (4) In the case of an Early Opt-in Event, the first Business Day after the Rate Selection Notice is provided to each of the parties to this Contract.
To prevent any doubt or disagreement between the parties, if the event giving rise to the Benchmark Replacement Date occurs on the same day, but prior to the Reference Time with respect to any determination, the Benchmark Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.
"Benchmark Transition Event" refers to the occurrence of one or more of the following events with respect to the then-current Benchmark Rate:
(1) A public statement or publication of information issued by or on behalf of the administrator of the Benchmark Rate announcing that such administrator has ceased or will cease to provide the Benchmark Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark Rate; (2) A public statement or publication of information issued by the regulatory supervisor for the administrator of the Benchmark Rate, the central bank for the currency of the Benchmark Rate, an insolvency official with jurisdiction over the administrator for the Benchmark Rate, a resolution authority with jurisdiction over the administrator for the Benchmark Rate, or a court or entity with jurisdiction over the administrator for the Benchmark Rate, which states that the administrator of the Benchmark Rate has ceased or will cease to provide the Benchmark Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark Rate; or (3) A public statement or publication of information issued by the regulatory supervisor for the administrator of the Benchmark Rate announcing that such Benchmark Rate is no longer representative.
"Benchmark Unavailability Period" means, if a Benchmark Transition Event and its Benchmark Replacement Date have occurred with respect to the then-current Benchmark Rate and solely to the extent that the then-current Benchmark Rate has not been replaced by the Benchmark Replacement in accordance with clauses (1) and (2) of the definition of "Benchmark Replacement Date," the period (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred, and at such time, no Benchmark Replacement has replaced the then-current Benchmark Rate for purposes of this Loan Contract in accordance with Section 1 "Effect of Benchmark Transition Event" and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark Rate for all purposes under this Loan Contract.
"Compounded SOFR" means the compounded average of SOFRs for the applicable Corresponding Period, with the rate or methodology for such rate, and conventions for such rate (which may include compounding of prior obligations with a lookback and/or suspension period as a mechanism to determine the amount of interest payable prior to the end of each Interest Period) that is established by CABEI in accordance with:
(1) The rate, or methodology for this rate, and the conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR, provided that:
(2) If at the time, CABEI determines that Compounded SOFR cannot be determined in accordance with clause (1) detailed above, then such rate, or methodology for such rate, and conventions for such rate that CABEI determines are consistent with at least five currently outstanding syndicated credit facilities at such time (as a result of amendment or as originally agreed) that are publicly available for review; Provided that, if CABEI decides that such rate, methodology, or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for CABEI, then Compounded SOFR shall be deemed unable to be determined for purposes of the definition of "Benchmark Replacement." "Corresponding Period" with respect to a Benchmark Replacement means a period (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the Interest Period with respect to the then-current Benchmark Rate.
"Early Opt-in Event" means the occurrence of the following:
(1) A notification by CABEI (or requested by the Borrower to CABEI) to the Borrower that at least five currently outstanding syndicated credit facilities denominated in United States Dollars have at such time (as a result of amendment or as originally executed) a benchmark interest rate, in lieu of LIBOR, of Term SOFR plus the Benchmark Replacement Adjustment (and such syndicated credit facilities are identified in such notice and are publicly available for review), and (2) The joint election of CABEI and the Borrower to declare that an Early Opt-in Event has occurred and the delivery by CABEI of notice of such election to the Borrower (the "Rate Selection Notice").
"Federal Reserve Bank of New York's Website" means the official page of the Federal Reserve Bank of New York http://www.newyorkfed.org , or any successor source.
"ISDA Definitions" means the 2006 ISDA Definitions, published by the International Swaps and Derivatives Association or any successor entity, and as amended, supplemented from time to time, or any other booklet published subsequently that supersedes the definitions for interest rate derivatives.
"Next Available Term SOFR" means, at any time, for any Interest Period, Term SOFR for the longest period that can be determined by CABEI that is shorter than the Corresponding Period.
"Effective Time" with respect to any determination of the Benchmark Rate means (1) if the Benchmark Rate is LIBOR, 11:00 am (London time) on any day that is two London Business Days prior to the date of such determination, and (2) if the Benchmark Rate is not LIBOR, the time determined by CABEI in accordance with the Benchmark Replacement Conforming Changes.
"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or any successor thereto.
"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.
"Term SOFR" means a forward-looking term rate for the Corresponding Period based on SOFR and selected or recommended by the Relevant Governmental Body.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.