GRANT NUMBER 4280-SS Financing Agreement (Provision of Essential Health Services Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and INTERNATIONAL COMMITTEE OF THE RED CROSS (for the benefit of the people of the Republic of South Sudan) GRANT NUMBER 4280-SS FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between the INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”) and the INTERNATIONAL COMMITTEE OF THE RED CROSS (“Recipient” or “ICRC”). WHEREAS: (A) the Republic of South Sudan (“South Sudan”) has requested the Association for financing of projects in the Republic of South Sudan using various modalities for provision of financing, and the Association has informed South Sudan about the Project described in Schedule 1 to this Agreement (“Project”) and that the Association is providing financing to ICRC and United Nations Children’s Fund (“UNICEF”) to implement the Project; (B) South Sudan, through a letter dated September 27, 2018, to the Association (“South Sudan Letter Requesting Repayment of Preparation Advances”), has requested that the proceeds of the financing for the Project be used to repay the Republic of South Sudan’s outstanding balances owing to the Association under Preparation Advance Numbers Q9090, Q9320 and Q9460 for the Institutional Development and Capacity Building Project, Energy Sector Technical Assistance Project and the Agricultural Development and Food Security Project respectively; (C) In response to the request, and in order to account for the outstanding balances under the Preparation Advances owed to the Association, UNICEF has been requested by the Association to facilitate the foregoing repayment, which has been included as Part 4 of the Project; (D) Pursuant to the Headquarter Agreement between the Recipient and the Republic of South Sudan dated August 22, 2011 (“Headquarters Agreement”), ICRC accredited its delegation to operate and implement programs within the territory of the Republic of South Sudan for the benefit of the people of Republic of South Sudan (“ICRC Delegation”) consistent with the Recipient’s Documents and the laws and regulation in force within the territory of the Republic of South Sudan; and (D) By an agreement between the Association and UNICEF, the Association has agreed to make a grant to UNICEF to assist in financing Parts 1.1, 2, 3 and 4 of the Project to be implemented by UNICEF; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend to the Recipient a grant for the benefit of the people of the Republic of South Sudan upon the terms and conditions set forth in this Agreement. The Recipient and the Association hereby agree as follows: -2- ARTICLE I — GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II — FINANCING 2.01. The Association agrees to extend to the Recipient a grant, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to twenty-three million one hundred thousand Special Drawing Rights (SDR 23,100,000) (“Financing”), to assist in financing Parts 1.2, 2.2 and 3.2 of the project described in Schedule 1 to this Agreement (“Project”). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Payment Currency is Dollar. ARTICLE III — PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out Parts 1.2, 2.2 and 3.2 of the Project (“Respective Parts”), in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV — REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) The Recipient’s Documents have, in the opinion of the Association, been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Recipient to perform any of its obligations under this Agreement. (b) The obligations under the Headquarters Agreement relating to the operations of the ICRC Delegation have been amended in a manner that does not enable the Recipient to comply with its obligations under this Agreement. ARTICLE V — EFFECTIVENESS, TERMINATION 5.01. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. -3- 5.02 For purposes of Section 10.05(b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment or repayment obligations) shall terminate is five (5) years after the Signature Date. ARTICLE VI — REPRESENTATIVE; ADDRESSES 6.01. The Recipient’s Representative is Head of Resource Mobilization, ICRC. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: International Committee of the Red Cross 19 Avenue de la Paix 1202 Geneva Switzerland (b) the Recipient’s Electronic Address is: Facsimile: E-mail: +41 22 730 28 99 cwabnitz@icrc.org 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association’s address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association’s Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 -4- AGREED as of the Signature Date. INTERNATIONAL DEVELOPMENT ASSOCIATION By: _____________________________________ Authorized Representative Carolyn Turk Name: __________________________ Country director Title: __________________________ 28-Feb-2019 Date: __________________________ INTERNATIONAL COMMITTEE OF THE RED CROSS By: _____________________________________ Authorized Representative Adib Nahas Name: __________________________ Head of Resource Mobilization Division Title: __________________________ 01-Mar-2019 Date: __________________________ -5- SCHEDULE 1 Project Description The objective of the Project is to increase access to an essential package of health services in the Republic of South Sudan, with a particular focus on the former states of Upper Nile and Jonglei. The Project consists of the following parts: Part 1. Delivery of Essential Health Services 1. Delivery of high impact essential health services to the populations of the former states of Upper Nile and Jonglei, including: (a) Provision of essential health services to the populations of the former states of Upper Nile and Jonglei, in the following areas: (i) child health services including health education, immunizations, integrated management of neonatal and childhood diseases, clinical care, case management, rapid initial response and referrals, nutrition screening and management; (ii) maternal and neonatal health services, including health education; (iii) basic and comprehensive emergency obstetric and newborn care; and (iv) sexual and gender based violence services; and additionally, through procurement and distribution of essential medicines and supplies. (b) Provision of goods, training, technical assistance to Implementing Partners aimed at enhancing emergency preparedness and response. (c) Provision of goods and technical assistance to enhance Implementing Partners’ system for disease surveillance and early response, to enhance coordinated community-level surveillance systems, and to establish an early warning system for infectious disease trends prediction. (d) Provision of training to improve the quality and supervision of activities under this Part 1.1. 2. Delivery of essential health services to highly vulnerable and conflict-affected populations in selected facilities, with a focus on the former states of Upper Nile and Jonglei, including: (a) At the primary care and community levels, in the following areas: (i) curative care for frequent diseases and injuries; (ii) women wellness care related to child bearing, including: ante- and postnatal care, safe and clean deliveries, basic emergency obstetric and newborn care, post- -6- abortion care and family planning; (iii) child preventive care, including vaccinations; and (iv) mental health and psychological support. (b) At the secondary care level: (i) outpatient and emergency services; (ii) surgical services; (iii) non-surgical services; (iv) clinical support services; and (v) non-clinical support services. Part 2. Monitoring, Evaluation and Learning 1. Establishment and operation of a national unified health service delivery monitoring approach, including: (a) development of a master health services functionality database for services provided by donors in the Republic of South Sudan; (b) collection and development of verified data in the health services sector; (c) generation of health service functionality bulletins and/or reports; (d) development of service availability and performance indicators; (e) carrying out of periodic technical reviews; and (d) carrying out of quality assurance sampling to measure the coverage of key health services delivery indicators. 2. Contributing to research and learning initiatives to enhance service delivery in challenging environments. Part 3. Emergency Preparedness and Response 1. Provision of support for the national Ebola Virus Disease Preparedness and Response Plan through provision of required training, technical assistance and goods. 2. Provision of support for immediate response to an Eligible Crisis or Emergency, as needed. Part 4. Repayment of Project Preparation Advances Facilitating, at the request of South Sudan, the repayment of project preparation advances made by the Association to the Republic of South Sudan under Preparation Advance Numbers Q9090, Q9320 and Q9460 for the Institutional Development and Capacity Building Project, Energy Sector Technical Assistance Project and the Agricultural Development and Food Security Project respectively. -7- SCHEDULE 2 Project Execution Section I. Instituational and Implementation Arrangements A. Institutional Arrangements 1. The Recipient shall at all times during the implementation of its Respective Parts of the Project: (a) maintain the ICRC Delegation in the Republic of South Sudan with the day-to-day responsibility for implementation of its Respective Parts of the Project; and (b) maintain appropriate presence and deploy staff in adequate numbers, as may be practicable and required for the purpose of its Respective Parts of the Project within the territory of the Republic South Sudan, including a multidisciplinary team satisfactory to the Association. B. Implementation Arrangements 1. The Recipient shall carry out its Respective Parts of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, technical, environmental and social standards and practices, and in accordance with the Safeguards Instruments, if applicable, and the provisions of this Agreement, and shall promptly provide the funds, facilities, services and other resources required for its Respective Parts of the Project. 2. The Recipient shall at all times during the implementation of its Respective Parts of the Project ensure: (a) compliance with any applicable laws and/or regulations of the Republic of South Sudan in all its operations within the territory of the Republic of South Sudan; and (b) that all governmental clearances and approvals, as may be required to allow its staff to operate and undertake activities under its Respective Parts of the Project within the Republic of South Sudan, are obtained. 3. The Recipient shall carry out Part 1.2 of the Project in health facilities already selected in agreement with the Association, and the Recipient shall obtain the Association’s prior written consent before implementing Part 1.2 of the Project in additional health facilities. -8- 4. In order to ensure the proper implementation of Part 3.2 of the Project, the Recipient shall take the following measures: (a) The Recipient shall: (i) prepare and furnish to the Association for its review and approval, an operations manual which shall set forth detailed implementation arrangements for Part 3.2 of the Project (“CERC Part”), including: (A) specific activities which may be included in the CERC Part, Eligible Expenditures required therefor (“Emergency Expenditures”), and any procedures for such inclusion; (B) procurement methods and procedures for Emergency Expenditures to be financed under the CERC Part; (C) documentation required for withdrawals of Emergency Expenditures; (D) environmental and social safeguards management frameworks for the CERC Part, consistent with the Association’s policies on the matter; and (E) any other arrangements necessary to ensure proper coordination and implementation of the CERC Part; (ii) afford the Association a reasonable opportunity to review said proposed operations manual; (iii) promptly adopt such operations manual for the CERC Part as shall have been approved by the Association (“CERC Operations Manual”); (iv) ensure that the CERC Part is carried out in accordance with the CERC Operations Manual; provided, however, that in the event of any inconsistency between the provisions of the CERC Operations Manual and this Agreement, the provisions of this Agreement shall prevail; and (v) not amend, suspend, abrogate, repeal or waive any provision of the CERC Operations Manual without prior approval by the Association. (b) The Recipient shall undertake no activities under the CERC Part (and no activities shall be included in the CERC Part) unless and until the following conditions have been met in respect of said activities: (i) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the CERC Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such -9- determination, accepted said request and notified the Recipient thereof; (ii) the Recipient has prepared and disclosed all safeguards instruments required for said activities, in accordance with the CERC Operations Manual, the Association has approved all such instruments, and the Recipient has implemented any actions which are required to be taken under said instruments. (c) Notwithstanding any provision to the contrary in this Agreement, Emergency Expenditures required for the CERC Part shall be procured in accordance with the procurement methods and procedures set forth in the CERC Operations Manual. C. Anti-Corruption 1. Without limitation to the rights and obligations of the Association and the Recipient under the Anti-Corruption Guidelines, with respect to any activity under the Project not financed by the Association, the Recipient: (a) agrees to undertake best efforts to prevent and address misuses of funds such as fraud, bribery, theft, and corruption, including any associated inappropriate behavior; (b) shall inform the Association in the event of any credible and material allegation or other indication of Fraud and Corruption (as defined in the Anti-Corruption Guidelines), as soon as practically possible after it comes to the attention of the Recipient; (c) shall inform the Association in the event any Fraud and Corruption inquiry or investigation, as soon as practical. Notifications and progress updates/ outcomes of such inquiries or investigations are provided by the Recipient to the Association on a quarterly basis and shall be confidential. The Recipient remains entitled due to its operational imperative to keep elements of such investigations confidential, should such disclosure affect its ability to carry-out its mandate; and (d) shall take timely and appropriate action to perform inquiries and investigate suspected or observed Fraud and Corruption or other misuse of funds in accordance with its processes and procedures. To the extent that such an inquiry or investigation is concluded as substantiated, the Recipient shall take timely and appropriate action, including sanctions, in accordance with the Recipient’s applicable rules, keeping the Association informed of the actions taken and the outcome thereof. - 10 - D. Safeguards 1. The Recipient represents and warrants that: (a) there will be no major civil works under its Respective Parts of the Project; (b) that the only civil works to be undertaken will be minor rehabilitation and/or repair works on damaged health facilities and such minor civil works shall be carried out within the perimeters of the existing damaged health facilities; and (c) the Recipient will implement its Respective Parts of the Project without any displacement resulting in Affected Person(s). 2. The Recipient shall ensure that: (a) any contractors (including subcontractors) carrying out it’s Respective Parts of the Project shall perform their work in accordance with the technical and environmental practices applicable to the Project, as set forth in the ESMF and SA, and under terms of reference and with qualifications and experience necessary to satisfactorily carry out the design and implementation of said Respective Parts, and all of which shall be acceptable to the Association; and (b) any contracts under its Respective Parts of the Project include uniform Codes of Conduct, including gender-based violence and sexual exploitation and abuse risk mitigation measures, in form and substance acceptable to the Association. 3. The Recipient shall: (a) ensure that their Respective Parts of the Project is carried out with due regard to appropriate health, safety, social, and environmental practices and standards, and in accordance with the ESMF and the SA, which shall be updated by the Recipient in the event the Recipient proposes to the Association any change in selected facilities; and (b) for each activity under the Project for which the ESMF provides for the preparation of a MWP: (i) take such measures as shall be necessary or appropriate to ensure compliance with the requirements of such MWMP in a manner satisfactory to the Association; and (ii) except as the Association shall otherwise agree in writing, the Recipient shall ensure, that none of the provisions of the Safeguards Instruments be abrogated, amended, repealed, suspended or waived. In case of any inconsistencies between the provisions of any of the Safeguards Instruments and the provisions of this Agreement, the provisions of this Agreement shall prevail. - 11 - 4. The Recipient shall include in the Project Reports referred to in Section II of this Schedule adequate information on the implementation of the Safeguards Instruments, giving details of: (a) measures taken in furtherance of the Safeguards Instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the Safeguards Instruments; and (c) remedial measures taken or required to be taken to address such conditions and to ensure the continued efficient and effective implementation of the Safeguards Instruments. 5. The Recipient shall: (a) as soon as reasonably practicable, but no later than seven (7) calendar days after the occurrence of a Significant Event, inform the Association, by any electronic means, about the Significant Event and any effect or impact (whether on-site or off-site) resulting or likely to result therefrom, as well as any part of the information for which the Recipient requests confidentiality; (b) as soon as reasonably practicable, but no later than thirty (30) days after such Significant Event, provide the Association with a summary report that includes a description of such Significant Event, and the measures, if any, that the Recipient is taking or plans to take to address such Significant Event and to prevent any future similar event, and inform the Association about any part of the information for which the Recipient requests confidentiality; and (c) keep the Association informed of the on-going implementation of the said measures and plans. Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than sixty (60) days after the end of each calendar quarter, covering the calendar quarter. Section III. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible - 12 - Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Percentage of Amount of the Grant Expenditures to be Allocated Financed Category (expressed in SDR) (exclusive of Taxes) (1) Staff and Operating 23,100,000 100% Costs under Part 1.2 and 2.2 of the Project. (2) Emergency 0 100% Expenditures under Part 3.2 of the Project (CERC Part) TOTAL AMOUNT 23,100,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed $5,000,000 may be made for payments made prior to this date but on or after February 15, 2018, for Eligible Expenditures under Category (1); or (b) under Category (2) for Emergency Expenditures under Part 3.2 of the Project unless and until the Association is satisfied that all the following conditions have been met in respect of the said activities: (i) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the CERC Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; (ii) the Recipient has prepared and disclosed all safeguards instruments required for said activities, and the Recipient has implemented any actions which are required to be taken under said instruments, all in accordance with the provisions of Section I.B.4 of Schedule 2 to this Agreement; - 13 - (iii) the Recipient’s coordinating authority has adequate staff and resources, in accordance with the provisions of Section I.B.4 of this Schedule 2 to this Agreement, for the purposes of said activities; and (iv) the Recipient has adopted a CERC Operations Manual in form, substance and manner acceptable to the Association and the provisions of the CERC Operations Manual remain or have been updated in accordance with the provisions of Section I.B.4 of this Schedule 2 so as to be appropriate for the inclusion and implementation of said activities under the CERC Part. 2. The Closing Date is December 31, 2021. - 14 - APPENDIX Section I. Definitions 1. “Affected Person” means a person or entity who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such person must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person; and “Affected Persons” means more than one such Affected Person. 2. “Anti-Corruption Guidelines” means, for purposes of paragraph 5 of the Appendix to the General Conditions, the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 4. “CERC Operations Manual” means with respect to Part 3.2 of the Project, the operations manual referred to in Section I.B.4 of Schedule 2 to this Agreement, to be adopted by the Recipient for the CERC Part of the Project in accordance with the provisions of said Section. 5. “CERC Part of the Project” and “CERC Part” each means Part 3.2 of the Project. 6. “Ebola Virus Disease Preparedness and Response Plan” means the Government of South Sudan’s national plan for Ebola Virus Disease preparedness and response. 7. “Eligible Crisis or Emergency” means with respect to Part 3.2 of the Project, an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Republic of South Sudan, associated with a natural or man-made crisis or disaster. 8. “Emergency Expenditure” means with respect to Part 3.2 of the Project, any of the Eligible Expenditures set forth in the CERC Operations Manual in accordance with the provisions of Section I.B.4 of Schedule 2 to this Agreement and required for the activities included in the CERC Part of the Project. 9. “Environmental and Social Management Framework” or “ESMF” means the plan prepared and adopted by the Recipient dated December 13, 2018, disclosed in- country, and in the Recipient’s website on December 13, 2018, setting out the modalities to be followed in assessing the potential adverse environmental and social impacts of Project activities including impacts and risks of gender-based - 15 - violence and sexual exploitation and abuse and the measures to be taken to offset, reduce or mitigate such adverse impacts, including measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse; as well as for the preparation of environmental and social management plans, as such framework may be amended by the Recipient from time to time, with the prior written agreement of the Association. 10. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing”, dated December 14, 2018, with the modifications set forth in Section II of this Appendix. 11. “Headquarters Agreement” means the Headquarter Agreement between the Recipient and the Republic of South Sudan dated August 22, 2011, referred to in paragraph (D) of the Preamble to this Agreement. 12. “ICRC Delegation” means the Recipient’s delegation accredited to operate and implement programs within the territory of the Republic of South Sudan for the benefit of the people of Republic of South Sudan. 13. “ICRC Headquarters” means the Recipient’s registered office at Avenue de la Paix 19, 1202 Geneva, Switzerland, as recorded in the Geneva Register of Commerce. 14. “Implementing Partners” means non-governmental organizations contracted by Recipients to provide technical assistance, supplies and financial support as part of overall capacity development to strengthen the delivery of basic health services. 15. “MWMP” means Medical Waste Management Plan to be prepared in accordance with the ESMF setting forth guidelines, procedures and measures for improvement of management of health care waste, as such plan may be amended from time to time with the written agreement of the Association. 16. “Recipient’s Documents” means Registration Number CH-660.1.353.006-1 acknowledging the existence of the International Committee of the Red Cross, an association established pursuant to the Civil Code of Switzerland; and registered in the Geneva Register of Commerce, and the Headquarters Agreement between the Republic of South Sudan and the Recipient, providing for recognition of the Recipient’s legal personality and it’s framework of operation in the Republic of South Sudan. 17. “Respective Parts” means with respect to UNICEF, Parts 1.1, 2 and 3 of the Project, and with respect to ICRC, Parts 1.2, 2.2 and 3.2 of the Project. 18. “Safeguards Instruments” means collectively, the ESMF, MWMP and SA; and “Safeguards Instrument” means any of such Safeguards Instruments. - 16 - 19. “Signature Date” means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to “the date of the Financing Agreement” in the General Conditions. 20. “Significant Event” means: (a) any significant social, labor, health and safety, security or environmental incident, accident, or circumstance involving the Project, including, without limitation, explosions, spills, and any workplace accidents that result in death, serious or multiple injury, material pollution, or any violent labor unrest or dispute between the Borrower or security forces (assigned to protect the Project) and local communities or any gender-based violence, sexual exploitation or abuse suffered by beneficiaries receiving health services at a health facility under the Project; or (b) any other event or circumstance having, or which could reasonably be expected to have, a material adverse effect on the implementation or operation of the Project in accordance with the ESMF. 21. “Social Assessment” or “SA” means the assessment prepared and adopted by the Recipient dated December 11, 2018, disclosed in-country, and the Association’s website on the same date setting out the assessment to evaluate the project’s potential positive and adverse effects on the indigenous peoples, including details of the specific actions and measures to mitigate such risks as well as measures that endeavor to prevent and respond to discrimination, gender-based violence and sexual exploitation and abuse; respective institutional responsibilities, a monitoring framework, and consultations and feedback procedures (including the description of a Grievance Redress Mechanism) as such assessment may be amended from time to time, with the prior written approval of the Association. 22. “Staff and Operating Costs” means ICRC staff salaries, ICRC utilities and ICRC operating costs for the implementation of the Project activities and identified as Accounts 900000, 900100, 900500, 903000, 903500, 911000, 912000, 924000, 924100, 924200, 926000, 927000, 947000, 960000, 961000, 961100 and 980000 in ICRC’s chart of accounts. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Section 2.06 is modified to read as follows: “Section 2.06. Financing Taxes The use of any proceeds of the Grant to pay for Taxes levied by, or in the territory of, the Member Country on or in respect of Eligible Expenditures, or on their importation, manufacture, procurement or supply, if permitted by the Legal Agreements, is subject to the Association’s policy of requiring economy and efficiency in the use of the proceeds of its credits and grants. To that end, if the - 17 - Association at any time determines that the amount of any such Tax is excessive, or that such Tax is discriminatory or otherwise unreasonable, the Association may, by notice to the Recipient, adjust the percentage of such Eligible Expenditures to be financed out of the proceeds of the Grant.” 2. Paragraphs (b) and (c) of Section 3.18 are modified to read as follows: “(b) All Financing Payments shall be paid without restrictions of any kind imposed by, or in the territory of, the Member Country, and without deduction for, and free from, any Taxes levied by, or in the territory of, the Member Country. (c) The Legal Agreements shall be free from any Taxes levied by, or in the territory of the Member Country, or in connection with their execution, delivery or registration.” 3. In Section 5.11, paragraph (a) is modified to read as follows: “Section 5.11. Visits (a) The Recipient shall take all action necessary or useful to ensure that the Member Country affords all reasonable opportunity for representatives of the Association to visit any part of their territories for purposes related to the Grant or the Project.” 4. Section 3.02 (Commitment Charge) is deleted in its entirety. 5. Section 6.01 (Financial and Economic Data) is deleted in its entirety and the remaining section in Article VI is renumbered accordingly. 6. Section 8.02 is modified as follows: (a) Paragraph (j) on Membership is modified to read as follows: “(j) Membership. The Member Country or any member of the Recipient: (i) has been suspended from membership in or ceased to be a member of the Association; or (ii) has ceased to be a member of the International Monetary Fund.” (b) Paragraph (m) is renumbered as paragraph (n), and a new paragraph (m) is added to read as follows: “(m) Interference. The Member Country: (i) has taken or permitted to be taken any action which would prevent or interfere with the execution of the Project or the performance by the Recipient of its obligations under the Financing Agreement; or (ii) has failed to afford a reasonable - 18 - opportunity for representatives of the Association to visit any part of its territory for purposes relating to Grant or the Project.” 7. The Appendix (Definitions) is modified as follows: (a) Paragraph 79 (Member Country) is modified to read as follows: “79. “Member Country” means the member of the Association in whose territory the Project is carried out or any such member’s political or administrative subdivisions. If such activity is carried out in the territory of more than one such member, “Member Country” refers separately to each such member.” (b) Paragraph 94 (Recipient) is modified to read as follows: “94. “Recipient” means the party to the Financing Agreement to which the Grant is extended.”