Miscellaneous Provisions
(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 Subsidiary Agreement) for the purposes of this Section, or any person authorized by such representative for such purpose, may take any action required or permitted to be taken under said Legal Agreement and may sign any document or send any Electronic Document required or permitted to be signed under said Legal Agreement, on behalf of that 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 agree to any modification or amplification 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 judgment of said representative, such modification or amplification is reasonable under the circumstances and does not substantially increase the obligations of the Loan Parties under the Legal Agreements. The Bank may accept the execution of any such instrument by said representative or other authorized person as conclusive evidence that said representative holds that 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 the actions or sign the documents, including Electronic Documents, that said party may or must take or sign in accordance with the Legal Agreement to which it is a party; and (b) an authenticated 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 other information related to said Legal Agreements in accordance with its access to information policy in effect at the time of such publication.
APPENDIX Definitions 1. "Additional Condition for Effectiveness" means any condition for effectiveness specified in the Loan Agreement for the purposes of Section 9.01(c).
2. "Additional Acceleration Cause" means any acceleration event specified in the Loan Agreement for the purposes of Section 7.06(f).
3. "Additional Suspension Cause" means any cause for 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 said excess, multiplied by (ii) an index corresponding to the proportion that all (or, if the Bank so determines, a portion) of the Loan bears to the total amount of all (or, if the Bank so determines, the relevant portions) of the loans made by the Bank to, or guaranteed by, the Member Country that is also subject to an exposure surcharge, as said excess and index are reasonably determined from time to time by the Bank; or (B) any other amount that the Bank reasonably determines from time to time with respect to the Loan; and notified to the Loan Parties in accordance with Section 3.01(c).
5. "Payment 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 Conversion, becomes the Loan Currency.
7. "Arbitral Tribunal" refers to the arbitral tribunal established in accordance with Section 8.04.
8. "Association" refers to the International Development Association.
9. "Automatic Conversion to Local Currency" means, with respect to any portion of the Withdrawn Loan Balance, a Conversion of the Loan Currency to a Local Currency for the full maturity or the longest maturity available for the Conversion of such amount effective on the Conversion Date upon the withdrawal of Loan amounts from the Loan Account.
10. "Automatic Rate Fixing Conversion" means an Interest Rate Conversion whereby: (i) the initial Reference Rate component of the interest rate for a Loan based on a Variable Spread is converted to a Fixed Reference Rate; or (ii) the initial Variable Rate for a Loan with a Fixed Spread is converted to a Fixed Rate,3 in either case for the total principal amount of the Loan withdrawn from the Loan Account during any Interest Period or any two or more consecutive Interest Periods that 3 Not applicable due to the suspension of the Fixed Spread terms until further notice. equal or exceed a specified threshold and for the full maturity of said amount, as specified in the Loan Agreement or in a separate request of the Borrower.
11. "Bank" refers to the International Bank for Reconstruction and Development.
12. "Borrower" means the party to the Loan Agreement to whom the Loan is made.
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 such later date as the Bank may establish, at the Borrower's request, by notice to the Loan Parties) after which the Bank may, by notice to the Loan Parties, terminate the Borrower's right 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) providing the Co-financing. If the Loan Agreement specifies more than one financier, "Co-financier" refers individually to each such financier.
16. "Co-financing" means the financing referred to in Section 7.02(h) and specified in the Loan Agreement provided or to be provided by the Co-financier for the Program. If the Loan Agreement specifies more than one such financing, "Co-financing" refers individually to each such financing.
17. "Co-financing Agreement" means the agreement referred to in Section 7.02(h) providing the Co-financing.
18. "Co-financing Deadline" means the date referred to 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 such date, "Co-financing Deadline" refers individually to each such date.
19. "Commitment Fee" means the Commitment Fee specified in the Loan Agreement for the purposes of Section 3.01(b).
20. "Commitment-Linked Payment Schedule" means a Payment Schedule in which the time and amount of principal repayment is determined by reference to the date of the Loan approval by the Bank and is calculated as a proportion of the Withdrawn Loan Balance, as specified in the Loan Agreement.
21. "Conversion" means any of the following modifications of the terms relating to all or a 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 a Maximum Interest Rate or a Variable Rate Collar; each in accordance with the provisions of the Loan Agreement and the Conversion Guidelines.
22. "Conversion Date" means, with respect to a Conversion, the date determined by the Bank on which the Conversion becomes effective, as specified in more detail in the Conversion Guidelines, provided that if the Loan Agreement provides for Automatic Conversion to Local Currency, the Conversion Date shall be the date of withdrawal from the Loan Account of the amount with respect to which the Conversion was requested.
23. "Conversion Guidelines" means, with respect to a Conversion, the "IBRD Financial Terms Conversion and IDA Financing and Loan Instruments" directive issued and revised periodically by the Bank and the Association, as in effect at the time the Conversion is made.
24. "Conversion Period" means, with respect to a Conversion, the period from and including the Conversion Date to and including 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 effecting 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 currency that is legal tender for the payment of public and private debts in that country.
28. "Currency Conversion" means a change of the Loan Currency for all or any amount of the Unwithdrawn Loan Balance or the Withdrawn Loan Balance to an Approved Currency.
29. "Currency Hedge Securities Transaction" means one or more issuances of securities by the Bank and denominated in an Approved Currency for the purpose of executing a Currency Conversion.
30. "Currency Hedge Transaction" means either: (i) a Currency Hedge Swap Transaction; or (ii) a Currency Hedge Securities Transaction.
31. "Currency Hedge Swap Transaction" means one or more currency derivative transactions entered into by the Bank with a Counterparty on the Execution Date for the purpose of effecting a Currency Conversion.
32. "Late Interest Period" means, with respect to any overdue amount of the Withdrawn Loan Balance, each Interest Period during which said overdue amount remains unpaid; provided that the Late Interest Period shall commence on the 31st day after the date on which said amount became due and the last Late Interest Period shall end on the date on which said amount is paid in full.
33. "Late Interest Rate" means for any Late Interest Period: (a) with respect to any amount of the Withdrawn Loan Balance to which the Late Interest Rate applies and on which interest was payable at a Variable Rate immediately before the application of the Late Interest Rate: the Late 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 Late Interest Rate applies and on which interest was payable at a Fixed Rate immediately before the application of the Late Interest Rate: the Late Reference Rate plus the Fixed Spread plus one-half of one percent (0.5%).4 34. "Late Reference Rate" means the Reference Rate applicable to the relevant Interest Period; it being understood that for the initial Late Interest Period, the Late Reference Rate shall be equal to the Reference Rate for the Interest Period in which the amount referred to in Section 3.02(e) first becomes due.
35. "Late Variable Rate" means the Variable Rate applicable to the relevant Interest Period, provided that: (a) for the initial Late Interest Period, the Late Variable Rate shall be equal to the Variable Rate for the Interest Period in which the amount referred to in Section 3.02(e) first becomes due; and (b) for an amount of the Withdrawn Loan Balance to which the Late Interest Rate applies and on which interest was paid at a Variable Rate based on a Fixed Reference Rate and the Variable Spread immediately before the application of the Late Interest Rate, the "Late Variable Rate" shall be equal to the Late Reference Rate plus the Variable Spread.
36. "Master Derivatives Agreement" means any master derivatives agreement entered into between the Bank and a Loan Party (or any of its sub-sovereign entities) for the purpose of documenting and confirming one or more derivative transactions between the Bank and such Loan Party (or any of its sub-sovereign entities), as may be amended from time to time. "Master Derivatives Agreement" includes all schedules, annexes, and supplements to the Master Derivatives Agreement.
37. "Disbursed Amount" means, for each Interest Period, the total principal amount of the Loan withdrawn from the Loan Account during said Interest Period in Section 3.03(c).
38. "Disbursement-Linked Payment Schedule" means a Payment Schedule in which the principal repayment amount is determined by reference to the disbursement date and the Disbursed Amount and is calculated as a portion of the Withdrawn Loan Balance, as stipulated in the Loan Agreement.
39. "Dollar," "$," and "USD" refer to the legal tender currency of the United States of America.
40. "Effective Date" means the date on which the Legal Agreements enter into effect in accordance with Section 9.03(a). 4 Not applicable due to the suspension of the Fixed Spread terms until further notice.
41. "Effectiveness Deadline" means the date mentioned in Section 9.04 after which the Legal Agreements shall be terminated if they have not entered into effect as set forth in said Section.
42. "Electronic Address" means a party's designation that uniquely identifies a person within a given 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 to generate, send, receive, store, or process Electronic Documents, acceptable to the Bank and in accordance with any further instructions the Bank may specify from time to time by notice to the Borrower.
44. "Electronic Document" refers to information contained in a Legal Agreement, notice, or request under a Legal Agreement that is transmitted by Electronic Means.
45. "Electronic Media" means the generation, sending, reception, storage, or processing of an Electronic Document by electronic, magnetic, optical, or similar means acceptable to the Bank, including but not limited to, electronic data interchange, electronic mail, telegram, telex, or telecopy.
46. "Eligible Expenditure" means any use of the Loan in support of the Program, other than to finance Excluded Expenditures.
47. "EURIBOR" means, with respect to any Interest Period, the interbank rate in EUR offered for six-month deposits in EUR, expressed as an annual percentage, which appears on the Relevant Rate Page at 11:00 a.m., Brussels time, on the Reference Rate Reset Date for the Interest Period.
48. "Euro", "?" and "EUR" each mean the legal tender currency of the Euro Zone.
49. "Euro Zone" means the economic and monetary union of the member states of the European Union that adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.
50. "Execution Date" means, with respect to a Conversion, the date on which the Bank has taken all necessary measures to carry out such Conversion, as reasonably determined by the Bank.
51. "Exposure Surcharge" means the surcharge to the rate established by the Bank in accordance with its policies, and periodically published by the Bank, that 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 through 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 Papers, 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 processed |
| 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 sets of gems) |
| 971 | | Gold, non-monetary (excluding gold ores and concentrates) |
(c) goods for military or paramilitary purposes or for luxury consumption; (d) for environmentally hazardous goods, the manufacture, use, or import of which is prohibited by the laws of the Borrower or international agreements to which the Borrower is a party, and any other good 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 representatives of the Borrower or another recipient of the Loan funds engaged in corrupt, fraudulent, collusive, or coercive practices, without the Borrower (or other recipient) having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur.
53. "Financial Center" means: (a) with respect to a Currency other than the EURO, the principal financial center for the relevant Currency; and (b) with respect to the EURO, the principal financial center of the relevant member state in the Euro Zone.
54. "Fixed Rate" means a fixed interest rate applicable to the Loan amount to which a Conversion applies as determined by the Bank in accordance with the Conversion Guidelines notified to the Borrower in accordance with Section 4.01 (c).
55. "Fixed Reference Rate" means a fixed reference component of the interest rate applicable to the Loan amount to which a Conversion applies, as determined by the Bank in accordance with the Conversion Guidelines and notified by the Bank pursuant to Section 4.01 (c).
56. "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 prior to the date of the Loan Agreement, expressed as an annual percentage and as periodically published by the Bank; provided that: (a) for purposes of setting the Default Interest Rate, in accordance with Section 3.02 (e), applicable to an amount of the Withdrawn Loan Balance that bears interest at a Fixed Rate, "Fixed Margin" means the fixed margin applied by the Bank in effect at 12:01 a.m. Washington time, one calendar day prior to the date of the Loan Agreement, with respect to the Currency in which such amount is denominated; (b) for purposes of a Conversion from the Variable Rate based on a Variable Margin to a Variable Rate based on a Variable Margin and for purposes of setting the Variable Rate in accordance with Section 4.02, "Fixed Margin" means the fixed margin applied by the Bank with respect to the Loan Currency as reasonably determined by the Bank on the Conversion Date; and (c) upon a Currency Conversion of all or any amount of the Unwithdrawn Loan Balance, the Fixed Margin shall be adjusted on the Execution Date in the manner specified in the Conversion Guidelines.
57. "Front-end Fee" means the fee specified in the Loan Agreement for purposes of Section 3.01 (a).
58. "Guarantee Agreement" means the agreement entered into between the Member Country and the Bank providing for the guarantee of the Loan, as such agreement may be amended from time to time. The "Guarantee Agreement" includes these General Conditions as applied thereto and all appendices, schedules, and supplemental agreements to the Guarantee Agreement.
59. "Guarantor" means the Member Country that is a party to the Guarantee Agreement.
60. "Guarantor's Representative" means the representative of the Guarantor specified in the Loan Agreement for purposes of Section 10.02.
61. "Installment Share" means the percentage of the total principal amount of the Loan payable on each Principal Payment Date as specified in the Commitment-Linked Payment Schedule.
62. "Interest Rate Hedge Transaction" means, with respect to an Interest Rate Conversion, one or more interest rate swap transactions entered into by the Bank with a Counterparty on the Execution Date and in accordance with the Conversion Guidelines in connection with the Interest Rate Conversion.
63. "Interest Period" means the initial period commencing on the date of the Loan Agreement and including the date of the Loan Agreement but excluding the first Payment Date occurring thereafter, and after the initial period, each period commencing on a Payment Date and including such date but excluding the next Payment Date.
64. "Interest Rate Cap" means, with respect to all or any amount of the Withdrawn Loan Balance, a ceiling establishing an upper limit: (a) with respect to any portion of the Loan that bears interest at a Variable Rate based on a Reference Rate and Fixed Margin, on the Variable Rate; 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, on the Reference Rate.
65. "Interest Rate Collar" means, with respect to all or any amount of the Withdrawn Loan Balance, a combination of a cap and a floor establishing an upper and lower limit: (a) with respect to any portion of the Loan that bears interest at a Variable Rate based on a Reference Rate and Fixed Margin, on the Variable Rate; or (b) with respect to any portion of the Loan that bears interest at a Variable Rate based on a Reference Rate and Variable Margin, on the Reference Rate.
66. "Interest Rate Conversion" means a change of the basis of the interest rate applicable to all or any amount of the Withdrawn Loan Balance: (a) from Variable Rate to Fixed Rate, or vice versa; (b) from a Variable Rate based on a Variable Margin to a Variable Rate based on a Fixed Margin; (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.
67. "Legal Agreement" means the Loan Agreement, the Guarantee Agreement, the Program Agreement, or the Subsidiary Agreement. The term "Legal Agreements" means, collectively, all such agreements.
68. "LIBOR" means, with respect to any Interest Period, the London interbank offered rate for six-month deposits in the Loan Currency, expressed as an annual percentage, which appears on the Relevant Rate Page at 11:00 a.m. London time on the Reference Rate Reset Date for the Interest Period.
69. "Lien" includes mortgages, pledges, charges, privileges, and priorities of any kind.
70. "Loan" means the loan provided for in the Loan Agreement.
71. "Loan Account" means the account opened by the Bank on its books in the name of the Borrower to which the amount of the Loan is credited.
72. "Loan Agreement" means the loan agreement between the Bank and the Borrower providing for the Loan, as such agreement may be amended from time to time. The term "Loan Agreement" includes these General Conditions as applied to the Loan Agreement and all appendices, schedules, and supplemental agreements to the Loan Agreement.
73. "Loan Currency" means the Currency in which the Loan is denominated; it being understood that if the Loan Agreement contains provisions relating to Conversions, the term "Loan Currency" means the Currency in which the Loan is denominated from time to time. In the case of a Loan denominated in more than one Currency, "Loan Currency" refers separately to each such Currency.
74. "Loan Party" means the Borrower or the Guarantor. The term "Loan Parties" means, collectively, the Borrower and the Guarantor.
75. "Loan Payment" means any amount payable by the Loan Parties to the Bank pursuant to the Legal Agreements, including (but not limited to) any amount of the Withdrawn Loan Balance, interest, Front-end Fee, Commitment Fee, interest accrued at the Default Interest Rate (if any), any prepayment premium, any surcharge, any transaction fee relating to a Conversion or relating to the early termination of a Conversion, any premium payable upon the establishment of an Interest Rate Cap or an Interest Rate Collar, and any Unwinding Amount payable by the Borrower.
76. "Local Currency" means an Approved Currency that is not a reference currency, as reasonably determined by the Bank.
77. "London Banking Day" means any day on which commercial banks in London are open for general business (including dealing in foreign exchange and Foreign Currency deposits) in London.
78. "Maturity Fixing Date" means, for each Disbursed Amount, the first day of the Interest Period next following the Interest Period in which the Disbursed Amount is withdrawn.
79. "Member Country" means the member of the Bank that is the Borrower or the Guarantor.
80. "Original Loan Currency" means the currency of denomination of the Loan as defined in Section 3.08.
81. "Payment Date" means each date specified in the Loan Agreement occurring on or after the date of the Loan Agreement on which interest and Commitment Fee are payable.
82. "Preparation Advance" means the advance referred to in the Loan Agreement and payable in accordance with Section 2.05 (a).
83. "Principal Payment Date" means each date specified in the Loan Agreement on which all or part of the principal of the Loan is payable.
84. "Program" means the program referred to in the Loan Agreement in support of which the Loan is made.
85. "Program Agreement" means the agreement entered into between the Bank and the Program Implementing Entity with respect to the implementation 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 thereto and all appendices, schedules, and supplemental agreements to the Program Agreement.
86. "Program Implementing Entity" means the legal entity (other than the Borrower or the Guarantor) that has the responsibility for implementing all or part of the Program and that is a party to the Program Agreement or the Subsidiary Agreement.
87. "Program Implementing Entity's Representative" means the representative of the Program Implementing Entity specified in the Program Agreement for purposes of Section 10.02 (a).
88. "Public Assets" means assets of the Member Country, of any of its political or administrative subdivisions, and of any entity owned or controlled by, or operating for the account or benefit of, such Member Country or any such subdivisions, including gold and foreign currency assets held by any institution performing, on behalf of such Member Country, the functions of a central bank or exchange stabilization fund or other similar functions.
89. "Reference Rate" means, with respect to any Interest Period: (a) For USD, JPY, and GBP, the LIBOR for the relevant Loan Currency. If such rate does not appear on the Relevant Rate Page, the Bank shall request the London principal office of each of four major banks to provide a quotation of the rate at which each offers six-month deposits in the Loan Currency to leading banks in the London interbank market at approximately 11:00 a.m., London time, on the Reference Rate Reset Date for the Interest Period. If at least two such quotations are provided, the rate for that Interest Period shall be the arithmetic mean (as determined by the Bank) of the quotations provided. If fewer than two quotations are provided, the rate for that Interest Period shall be the arithmetic mean (as determined by the Bank) of the rates quoted by four major banks selected by the Bank in the relevant Financial Center, at approximately 11:00 a.m. in that Financial Center, on the Reference Rate Reset Date for the Interest Period for loans in the Loan Currency to leading banks for a period of six months. If fewer than two banks so selected are quoting such rates, the Reference Rate for the Loan Currency for that Interest Period shall be equal to the Reference Rate in effect for the immediately preceding Interest Period.
(b) In the case of EUR, the EURIBOR. If such rate does not appear on the Relevant Rate Page, the Bank shall request the Euro Zone principal office of each of four major banks to provide a quotation of the rate at which each offers six-month deposits in EUR to leading banks in the Euro Zone interbank market at approximately 11:00 a.m. Brussels time, on the Reference Rate Reset Date for the Interest Period. If at least two such quotations are provided, the rate for that Interest Period shall be the arithmetic mean (as determined by the Bank) of the quotations provided. If fewer than two quotations are provided, the rate for that Interest Period shall be the arithmetic mean (as determined by the Bank) of the rates quoted by four major banks selected by the Bank in the relevant Financial Center, at approximately 11:00 a.m. in that Financial Center, on the Reference Rate Reset Date for the Interest Period for loans in EUR to leading banks for a period of six months. If fewer than two banks so selected are quoting such rates, the Reference Rate for the EUR for that Interest Period shall be equal to the Reference Rate in effect for the immediately preceding Interest Period; (c) If the Bank determines that (i) LIBOR (with respect to USD, JPY, and GBP) or EURIBOR (with respect to the Euro) has been permanently discontinued for that currency, or (ii) the Bank can no longer, or it is not commercially acceptable for the Bank to continue to, apply such Reference Rate for purposes of asset and liability management, another comparable reference rate for the relevant currency, including any applicable spread, as determined by the Bank and notified to the Borrower in accordance with Section 3.02(c); and (d) With respect to any currency other than USD, EUR, JPY: (i) the reference rate for the Original Loan Currency specified in or referenced in the Loan Agreement; or (ii) in the case of a Currency Conversion to another, the reference rate determined by the Bank in accordance with the Conversion Guidelines and notified to the Borrower in accordance with Section 4.01(c).
90. "Reference Rate Reset Date" means:
(a) With respect to USD, JPY, and GBP, the day two London Banking Days prior to the first day of the relevant Interest Period (or: (i) in the case of the initial Interest Period, the day two London Banking Days prior to the first or fifteenth day of the month in which the Loan Agreement is signed, whichever of such date options immediately precedes the date of the Loan Agreement; provided that, if the date of the Loan Agreement falls on the first or fifteenth day of said month, the Reference Rate Reset Date shall be the day two London Banking Days prior to the date of the Loan Agreement; and (ii) if the Conversion Date of a Currency Conversion of an amount of the Unwithdrawn Loan Balance to USD, JPY, or GBP falls on a day that is not a Payment Date, the initial Reference Rate Reset Date with respect to the Approved Currency shall be the day two London Banking Days prior to the first or fifteenth day of the month in which the Conversion Date falls, whichever of such date options immediately precedes the Conversion Date; provided that, if such Conversion Date falls on the first or fifteenth day of said month, the Reference Rate Reset Date with respect to the Approved Currency shall be the day two London Banking Days prior to the Conversion Date).
(b) With respect to EUR, the day two TARGET Settlement Days prior to the first day of the relevant Interest Period (or: (i) in the case of the initial Interest Period, the day two TARGET Settlement Days prior to the first or fifteenth day of the month in which the Loan Agreement is signed, whichever of such date options immediately precedes the date of the Agreement; provided that, if the date of the Loan Agreement falls on the first or fifteenth day of said month, the Reference Rate Reset Date shall be the day two TARGET Settlement Days prior to the date of the Loan Agreement; and (ii) if the Conversion Date of a new Currency Conversion of an amount of the Unwithdrawn Loan Balance to EUR falls on a day that is not a Payment Date, the initial Reference Rate Reset Date, with respect to the Approved Currency, shall be the day two TARGET Settlement Days prior to the first or fifteenth day of the month in which the Conversion Date falls, whichever of such date options immediately precedes the Conversion Date; provided that, if such Conversion Date falls on the first or fifteenth day of said month, the Reference Rate Reset Date with respect to the Approved Currency shall be the day two TARGET Settlement Days prior to the Conversion Date); (c) If, with respect to a Currency Conversion to an Approved Currency, the Bank determines that the market practice for determining the Reference Rate Reset Date is on a date other than that stipulated in paragraphs (a) or (b) of this Section, the Reference Rate Reset Date shall be such other date, as determined in the Conversion Guidelines or as agreed between the Bank and the Borrower for such Conversion.
(d) With respect to any other currency other than USD, EUR, JPY, or GBP:
(i) the day corresponding to the Original Loan Currency as specified in the Loan Agreement; or (ii) in the case of a Currency Conversion to another currency, the day determined by the Bank and notified to the Borrower in accordance with Section 4.01(c).
91. "Relevant Rate Page" means the page designated by a reputable financial market data provider selected by the Bank as the page for displaying the Reference Rate for the Loan Currency.
92. "Respective Part of the Program" means, for the Borrower and for any Program Implementing Entity, the part of the Program to be carried out by the Borrower or that entity as specified in the Legal Agreements.
93. "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.
94. "Standard Exposure Limit" means the standard limit of the Bank's financial exposure to the Member Country, as determined from time to time by the Bank, which, if exceeded, would subject the Borrower to the Exposure Surcharge in accordance with Section 3.01 (c).
95. "Sterling", "£" or "GBP" mean the legal tender currency of the United Kingdom.
96. "Subsidiary Agreement" means the agreement between the Borrower and the Program Implementing Entity setting forth the respective obligations of the Borrower and the Program Implementing Entity with respect to the Program.
97. "Substitute Loan Currency" means the substitute currency of denomination of a Loan as defined in Section 3.08.
98. "TARGET Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system is open for the settlement of payments in EUR.
99. "Taxes" includes taxes, levies, fees, and duties of any nature whether in effect on the date of the Legal Agreements or subsequently imposed.
100. "Total Exposure" means, for a given day, the Bank's total financial exposure to the Member Country, as reasonably determined by the Bank.
101. "Umpire" means the third arbitrator appointed in accordance with Section 8.04 (c).
102. "Unwinding Amount" means, with respect to the early termination of a Conversion: (a) an amount payable by the Borrower to the Bank equivalent to the net aggregate amount payable by the Bank under transactions entered into by the Bank to terminate the Conversion, or if no such transactions are entered into, an amount determined by the Bank on the basis of the Screen Rate, representing the equivalent of such net aggregate amount; or (b) an amount payable by the Bank to the Borrower equal to the net aggregate amount receivable by the Bank under transactions entered into by the Bank to terminate the Conversion, or if no such transactions are entered into, an amount determined by the Bank on the basis of the Screen Rate, to represent the equivalent of such net aggregate amount.
103. "Unwithdrawn Loan Balance" means the amount of the Loan remaining unwithdrawn from the Loan Account from time to time.
104. "Variable Rate" means: (a) a variable interest rate equal to the sum of (1) the Reference Rate with respect to the Original Loan Currency; plus (2) the Variable Margin if interest accrues at the rate based on the Variable Margin, or the Fixed Margin if interest accrues at a rate based on the Fixed Margin; 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).
105. "Variable Margin" means, for each Interest Period: (a) (1) the Bank's standard lending margin for Loans established by it 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) less (or plus) the weighted average margin, for that Interest Period, below (or above) the Reference Rate for six-month deposits, with respect to the Bank's outstanding loans or portions thereof allocated by the Bank to fund loans to which interest applies at a rate based on the Variable Margin; as reasonably determined by the Bank and expressed as an annual percentage and periodically published by the Bank; and (b) in the case of Conversions, the variable margin, if 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 term "Variable Margin" shall apply separately to each such Currency.
106. "Withdrawn Loan Balance" means the amounts of the Loan that have been withdrawn from the Loan Account and are outstanding from time to time.
107. "Yen", "¥" and "JPY" mean the legal tender currency of Japan.
IN WITNESS WHEREOF, this Official Translation from English to Spanish is issued, consisting of forty-six pages. I certify that the duties and stamps corresponding to this document will be paid through digital payment No. 426055993. San José, October fifteenth, two thousand twenty-one.