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СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА "ПРОФИЛАКТИКА, ДИАГНОСТИКА, ЛЕЧЕНИЕ ТУБЕРКУЛЕЗА И СПИДА" (LOAN NUMBER 4687 RU) [АНГЛ.] (ЗАКЛЮЧЕНО В Г. МОСКВЕ 12.09.2003)

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                                                   Loan Number 4687 RU
                                   
                            LOAN AGREEMENT
                (TUBERCULOSIS AND AIDS CONTROL PROJECT)
             BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
                BANK FOR RECONSTRUCTION AND DEVELOPMENT
                                   
                         (Moscow, 12.IX.2003)
                                   
       Agreement, dated September 12, 2003, between Russian Federation
   (the  Borrower)  and  International  Bank  for  Reconstruction  and
   Development (the Bank).
       Whereas  the  Borrower,  having  satisfied  itself  as  to  the
   feasibility and priority of the project described in Schedule 2  to
   this  Agreement (the Project), has requested the Bank to assist  in
   the financing of the Project;
       Whereas the Bank has agreed, on the basis, inter alia,  of  the
   foregoing,  to extend the Loan to the Borrower upon the  terms  and
   conditions set forth in this Agreement;
       Now therefore the parties hereto hereby agree as follows:
                                   
                               Article I
                                   
                    General Conditions; Definitions
                                   
       Section  1.01. The "General Conditions Applicable to  Loan  and
   Guarantee Agreements for Single Currency Loans" of the Bank,  dated
   May  30,  1995  (as amended through October 6, 1999)  (the  General
   Conditions) constitute an integral part of this Agreement.
       Section  1.02.  Unless  the  context  otherwise  requires,  the
   several  terms  defined  in  the  General  Conditions  and  in  the
   Preamble  to  this  Agreement have the respective meanings  therein
   set  forth  and  the following additional terms have the  following
   meanings:
       (a)  "AIDS"  means the acquired immune-deficiency  syndrome,  a
   severe  life threatening disease which represents the late clinical
   stage of human infection with HIV (as hereinafter defined);
       (b) "CSW" means commercial sex workers;
       (c) "HIV" means the human immunodeficiency virus;
       (d)  "Financial Monitoring Report" or "FMR" means  each  report
   prepared in accordance with Section 4.02 of this Agreement;
       (e) "IDU" means intravenous drug users;
       (f)  "MOF"  means  the Borrower's Ministry of Finance,  or  any
   successor or successors thereto;
       (g)  "MOH"  means  the Borrower's Ministry of  Health,  or  any
   successor or successors thereto;
       (h)  "MOJ"  means  the Borrower's Ministry of Justice,  or  any
   successor or successors thereto;
       (i)  "Project Operational Manual" means a manual adopted by the
   Borrower pursuant to Section 6.01(c) of this Agreement and  setting
   forth   procedures,   rules  and  criteria   related   to   Project
   implementation, as the same may be amended from time to time;
       (j) "Participating Region" means any oblast or other region  of
   the  Russian  Federation  which may from time  to  time  have  been
   selected  by the Borrower for participation in the Project  on  the
   basis   of  the  selection  criteria  set  forth  in  the   Project
   Operational    Manual,   and   "Participating    Regions"    means,
   collectively, all these regions;
       (k)  "Project  Implementation Agreement"  means  the  agreement
   between  the  Borrower (represented by MOF, MOH and MOJ)  and  RHCF
   (as  hereinafter  defined) referred to  in  Section  3.02  of  this
   Agreement, as the same may be amended from time to time,  and  such
   term   includes   all  schedules  to  the  Project   Implementation
   Agreement;
       (l)  "Regional Participation Agreement" means the agreement  to
   be   entered  into  between  RHCF  and  each  Participating  Region
   pursuant  to  Section 3.03 of this Agreement, as the  same  may  be
   amended from time to time, and such term includes all schedules  to
   the Regional Participation Agreement;
       (m)  "RHCF"  means  Russian  Health  Care  Foundation,  a  non-
   commercial  foundation established pursuant to  Resolution  of  the
   Government  of the Borrower No. 1295, dated October 31,  1996,  and
   registered   by   the   Borrower's  Ministry  of   Justice,   under
   Certificate of Registration No.IOP-33 dated November 28, 1996  (re-
   registered  November 30, 2001), which is the entity  authorized  to
   implement  the  Project  pursuant  to  the  Project  Implementation
   Agreement, or any successor thereto;
       (n)  "Special Account" means the account referred to in Section
   2.02(b) of this Agreement;
       (o) "STI" means sexually-transmitted infections;
       (p) "ТВ" means tuberculosis; and
       (q) "Working Group" means the working group for preparation and
   implementation  of the Project established by MOH and  referred  to
   in paragraph 2 of Schedule 5 to this Agreement.
       Section 1.03. Each reference in the General Conditions  to  the
   Project  implementation entity shall be deemed as  a  reference  to
   RHCF.
                                   
                              Article II
                                   
                               The Loan
                                   
       Section 2.01. The Bank agrees to lend to the Borrower,  on  the
   terms  and  conditions  set  forth  or  referred  to  in  the  Loan
   Agreement,  an  amount equal to one hundred fifty  million  dollars
   (USD 150,000,000).
       Section 2.02. (a) The amount of the Loan may be withdrawn  from
   the  Loan  Account in accordance with the provisions of Schedule  1
   to  this Agreement for expenditures made (or, if the Bank shall  so
   agree,  to be made) in respect of the reasonable cost of goods  and
   services  required for the Project and to be financed  out  of  the
   proceeds of the Loan.
       (b)  The Borrower may, for the purposes of the Project open and
   maintain  in  dollars  a special deposit account  in  a  commercial
   bank,  acceptable to the Bank, on terms and conditions satisfactory
   to  the  Bank,  including appropriate protection  against  set-off,
   seizure  and  attachment. Deposits into, and payments out  of,  the
   Special Account shall be made in accordance with the provisions  of
   Schedule 6 to this Agreement.
       Section  2.03. The Closing Date shall be December 31,  2008  or
   such  later  date  as  the  Bank shall establish.  The  Bank  shall
   promptly notify the Borrower of such later date.
       Section  2.04. The Borrower shall pay to the Bank a fee  in  an
   amount  equal to one percent (1%) of the amount of the  Loan.  Such
   fee  shall  be  payable not later than 60 days after the  Effective
   Date.
       Section  2.05. The Borrower shall pay to the Bank a  commitment
   charge at the rate of three-fourths of one percent (3/4 of 1%)  per
   annum  on the principal amount of the Loan not withdrawn from  time
   to time.
       Section  2.06.  (a)  The Borrower shall  pay  interest  on  the
   principal  amount of the Loan withdrawn and outstanding  from  time
   to  time,  at a rate for each Interest Period equal to  LIBOR  Base
   Rate plus LIBOR Total Spread.
       (b) For the purposes of this Section:
       (i)  "Interest  Period"  means  the  initial  period  from  and
   including  the date of this Agreement to, but excluding, the  first
   Interest  Payment Date occurring thereafter, and after the  initial
   period,  each  period from and including an Interest  Payment  Date
   to, but excluding the next following Interest Payment Date.
       (ii)  "Interest  Payment  Date" means  any  date  specified  in
   Section 2.07 of this Agreement.
       (iii)  "LIBOR Base Rate" means, for each Interest  Period,  the
   London  interbank  offered  rate for  six-month  deposits  in  U.S.
   Dollars  for  value the first day of such Interest Period  (or,  in
   the  case  of  the initial Interest Period, for value the  Interest
   Payment  Date occurring on or next preceding the first day of  such
   Interest  Period),  as  reasonably  determined  by  the  Bank   and
   expressed as a percentage per annum.
       (iv) "LIBOR Total Spread" means, for each Interest Period:  (A)
   three-fourths of one percent (3/4 of 1%); (В) minus (or  plus)  the
   weighted  average  margin,  for such  Interest  Period,  below  (or
   above)  the  London  interbank offered rates,  or  other  reference
   rates,   for   six-month  deposits,  in  respect  of   the   Bank's
   outstanding  borrowings or portions thereof allocated by  the  Bank
   to  fund single currency loans or portions thereof made by it  that
   include  the  Loan;  as  reasonably  determined  by  the  Bank  and
   expressed as a percentage per annum.
       (c)  The Bank shall notify the Borrower of LIBOR Base Rate  and
   LIBOR  Total  Spread for each Interest Period,  promptly  upon  the
   determination thereof.
       (d)  Whenever, in light of changes in market practice affecting
   the  determination  of  the  interest rates  referred  to  in  this
   Section  2.06,  the Bank determines that it is in the  interest  of
   its  borrowers  as  a whole and of the Bank to apply  a  basis  for
   determining  the interest rates applicable to the Loan  other  than
   as  provided  in said Section, the Bank may modify  the  basis  for
   determining  the  interest rates applicable to the  Loan  upon  not
   less  than six (6) months' notice to the Borrower of the new basis.
   The  new  basis shall become effective on the expiry of the  notice
   period unless the Borrower notifies the Bank during said period  of
   its  objection thereto, in which case said modification  shall  not
   apply to the Loan.
       Section  2.07.  Interest  and other charges  shall  be  payable
   semiannually in arrears on January 15 and July 15 in each year.
       Section 2.08. The Borrower shall repay the principal amount  of
   the Loan in accordance with the amortization schedule set forth  in
   Schedule 3 to this Agreement.
                                   
                              Article III
                                   
                       Execution of the Project
                                   
       Section 3.01. (a) The Borrower declares its commitment  to  the
   objectives  of the Project, and, to this end, shall carry  out  the
   Project  through MOH and MOJ with the assistance of RHCF, with  due
   diligence   and  efficiency  and  in  conformity  with  appropriate
   administrative,  financial and public health practices,  and  shall
   provide,  promptly as needed, the funds, facilities,  services  and
   other resources required for the Project.
       (b) Without limitation upon the provisions of paragraph (a)  of
   this  Section  and  except  as  the Borrower  and  the  Bank  shall
   otherwise  agree,  the  Borrower shall carry  out  the  Project  in
   accordance   with   the   Project  Operational   Manual   and   the
   Implementation Program set forth in Schedule 5 to this Agreement.
       Section  3.02. The Borrower, represented by MOF, MOH  and  MOJ,
   shall  enter into the Project Implementation Agreement  with  RHCF,
   under  terms and conditions which shall have been approved  by  the
   Bank,  and  which  shall include, inter alia, the scope  of  RHCF's
   responsibilities, description of its activities to be  carried  out
   during  the execution of the Project, project reporting, accounting
   and auditing requirements.
       Section 3.03. Without limitation or restriction upon any of its
   other  obligations  under  the Loan Agreement  and  except  as  the
   Borrower  and  the Bank shall otherwise agree, the  Borrower  shall
   cause  RHCF,  for  the purposes of carrying out  regional  programs
   under  Parts  A  and  В  of  the Project, to  enter  into  Regional
   Participation  Agreements with each of the  Participating  Regions,
   under  terms and conditions which shall have been approved  by  the
   Bank.
       Section  3.04.  Except  as  the  Bank  shall  otherwise  agree,
   procurement of the goods, works and consultants' services  required
   for  the Project and to be financed out of the proceeds of the Loan
   shall  be  governed  by  the  provisions  of  Schedule  4  to  this
   Agreement.
       Section  3.05. For the purposes of Section 9.07 of the  General
   Conditions and without limitation thereto, the Borrower shall:
       (a) prepare, on the basis of guidelines acceptable to the Bank,
   and  furnish  to the Bank not later than six (6) months  after  the
   Closing  Date or such later date as may be agreed for this  purpose
   between  the Borrower and the Bank, a plan designed to  ensure  the
   continued achievement of the Project's objectives; and
       (b)  afford the Bank a reasonable opportunity to exchange views
   with the Borrower on said plan.
                                   
                              Article IV
                                   
                          Financial Covenants
                                   
       Section 4.01. (a) The Borrower shall maintain, or cause  to  be
   maintained,  a financial management system, including  records  and
   accounts,   and   prepare  or  cause  to  be  prepared,   financial
   statements in a format acceptable to the Bank, adequate to  reflect
   the operations, resources and expenditures related to the Project.
       (b) The Borrower shall cause RHCF to:
       (i)   have  the  records,  accounts  and  financial  statements
   (balance  sheet,  statements  of sources  and  uses  of  funds  and
   related  statements) referred to in paragraph (a) of  this  Section
   and  the  records  and accounts for the Special  Account  for  each
   fiscal   year  audited,  in  accordance  with  auditing   standards
   acceptable  to  the  Bank,  consistently  applied,  by  independent
   auditors acceptable to the Bank;
       (ii)  furnish to the Bank as soon as available, but in any case
   not  later  than  six months after the end of each such  year,  (A)
   certified  copies  of  the  financial  statements  referred  to  in
   paragraph (a) of this Section for such year as so audited, and  (B)
   an  opinion on such statements, records and accounts and report  of
   such  audit, by said auditors, of such scope and in such detail  as
   the Bank shall have reasonably requested; and
       (iii)  furnish  to  the Bank such other information  concerning
   such  records  and accounts, and the audit thereof, and  concerning
   said  auditors,  as  the  Bank may from  time  to  time  reasonably
   request.
       (c) For all expenditures with respect to which withdrawals from
   the  Loan  Account  were  made  on  the  basis  of  statements   of
   expenditure, the Borrower shall cause RHCF to:
       (i)  maintain  or  cause to be maintained, in  accordance  with
   paragraph  (a)  of  this  Section, records  and  separate  accounts
   reflecting such expenditures;
       (ii)  retain,  until  at  least one year  after  the  Bank  has
   received  the  audit report for the fiscal year in which  the  last
   withdrawal  from the Loan Account was made, all records (contracts,
   orders,  invoices, bills, receipts and other documents)  evidencing
   such expenditures;
       (iii)  enable  the  Bank's  representatives  to  examine   such
   records; and
       (iv) ensure that such records and accounts are included in  the
   annual audit referred to in paragraph (b) of this Section and  that
   the  report  of  such  audit contains a separate  opinion  by  said
   auditors  as  to  whether the statements of  expenditure  submitted
   during  such fiscal year, together with the procedures and internal
   controls  involved  in their preparation, can  be  relied  upon  to
   support the related withdrawals.
       Section 4.02. (a) The Borrower shall cause RHCF to prepare  and
   furnish  to  the Bank a financial monitoring report,  in  form  and
   substance satisfactory to the Bank, which:
       (i)  sets forth sources and uses of funds for the Project, both
   cumulatively  and  for the period covered by said  report,  showing
   separately  funds  provided under the Loan and  explains  variances
   between the actual and planned uses of such funds;
       (ii)  describes  physical  progress in Project  implementation,
   both  cumulatively and for the period covered by said  report,  and
   explains   variances  between  the  actual  and   planned   Project
   implementation; and
       (iii)  sets forth the status of procurement under the  Project,
   as at the end of the period covered by said report.
       (b) The first FMR shall be furnished to the Bank not later than
   45  days  after  the  end of the first calendar quarter  after  the
   Effective  Date, and shall cover the period from the incurrence  of
   the  first  expenditure under the Project through the end  of  such
   first calendar quarter; thereafter, each FMR shall be furnished  to
   the  Bank  not  later  than 45 days after each subsequent  calendar
   quarter, and shall cover such calendar quarter.
                                   
                               Article V
                                   
                         Remedies of the Bank
                                   
       Section  5.01.  Pursuant  to Section  6.02(p)  of  the  General
   Conditions, the following additional events are specified:
       (a)  The  Project  Implementation  Agreement  shall  have  been
   amended,  suspended,  abrogated, repealed or waived  as  to  affect
   materially  and  adversely the ability of RHCF  to  carry  out  the
   Project; and
       (b)  RHCF  shall have failed to perform any of its  obligations
   under the Project Implementation Agreement.
       Section  5.02.  Pursuant  to Section  7.01(k)  of  the  General
   Conditions, the following additional events are specified,  namely,
   that  any of the events specified in Section 5.01 of this Agreement
   shall  occur  and  shall continue for a period of sixty  (60)  days
   after  notice  thereof shall have been given by  the  Bank  to  the
   Borrower.
                                   
                              Article VI
                                   
                      Effective Date, Termination
                                   
       Section  6.01. The following events are specified as additional
   conditions  to the effectiveness of the Loan Agreement  within  the
   meaning of Section 12.01(c) of the General Conditions:
       (a)  the Project Implementation Agreement has been executed  on
   behalf of the Borrower, represented by MOF, MOH and MOJ, and RHCF;
       (b)  RHCF  is fully operational with structures, functions  and
   staffing   necessary  to  start  the  Project  implementation   and
   satisfactory to the Bank;
       (c)  the Project Operational Manual, satisfactory to the  Bank,
   has been adopted by the Working Group; and
       (d)  an  independent auditor, acceptable to the Bank, has  been
   selected  in  accordance  with  the provisions  of  Section  II  of
   Schedule  4  of  this  Agreement to undertake the  responsibilities
   described in Section 4.01 of this Agreement.
       Section  6.02.  The  following is specified  as  an  additional
   matter,  within  the  meaning of Section 12.02(c)  of  the  General
   Conditions,  to  be  included in the  opinion  or  opinions  to  be
   furnished  to  the  Bank,  namely, that the Project  Implementation
   Agreement  referred  to in Section 6.01 (a) of this  Agreement  has
   been  duly authorized or ratified by the Borrower and RHCF, and  is
   legally binding upon the MOF, MOH, MOJ and RHCF in accordance  with
   its terms.
       Section 6.03. The date ninety (90) days after the date of  this
   Agreement is hereby specified for the purposes of Section 12.04  of
   the General Conditions.
                                   
                              Article VII
                                   
               Representative of the Borrower; Addresses
                                   
       Section  7.01.  The  Minister of Finance  of  the  Borrower  or
   authorized   Deputy  Minister  of  Finance  of  the   Borrower   is
   designated  as representatives of the Borrower for the purposes  of
   Section 11.03 of the General Conditions.
       Section  7.02.  The following addresses are specified  for  the
   purposes of Section 11.01 of the General Conditions:
       For the Borrower:
       Ministry of Finance of the Russian Federation
       Ilyinka Street, 9
       103097 Moscow
       Russian Federation
   
                                         Telex:         Facsimile:
                                         112008         (095)925-0889
   
       For the Bank:
       International Bank for
       Reconstruction and
       Development
       1818 H Street, N.W.
       Washington, D.C. 20433
       United States of America
   
               Cable address:        Telex:             Facsimile:
               INTBAFRAD             248423 (MCI) or    (202)477-6391
               Washington, D.C.      64145 (MCI)
   
       In  witness  whereof, the parties hereto, acting through  their
   duly  authorized representatives, have caused this Agreement to  be
   signed in their respective names in Moscow, Russian Federation,  as
   of the day and year first above written.
   
   
   
   
   
                              SCHEDULE 1
                                   
                WITHDRAWAL OF THE PROCEEDS OF THE LOAN
                                   
       1.  The  table below sets forth the Categories of items  to  be
   financed  out  of the proceeds of the Loan, the allocation  of  the
   amounts  of  the  Loan  to  each Category  and  the  percentage  of
   expenditures for items so to be financed in each Category:
   
       Category                  Amount of the         % of
                                 Loan Allocated     Expenditures
                                 (Expressed in     to be Financed
                                      Dollars)
   (1) Goods, including          30,440,000       100% of foreign
       technical services,                        expenditures,
       but excluding goods                        100% of local
       and technical services                     expenditures
       under Parts A.3                            (ex-factory cost),
       and A.4 of the Project                     81% of local
                                                  expenditures for
                                                  other non-medical
                                                  items procured
                                                  locally, 98% of
                                                  local expenditures
                                                  for medical items
                                                  procured locally
                                                  (cost net of VAT)
   (2) Goods, including          68,270,000       100% of foreign
       technical services,                        expenditures,
       under Part A.3                             100% of local
       of the Project                             expenditures
                                                  (ex-factory cost),
                                                  81% of local
                                                  expenditures for
                                                  other non-medical
                                                  items procured
                                                  locally, 98% of
                                                  local expenditures
                                                  for medical items
                                                  procured locally
                                                  (cost net of VAT)
   (3) Goods, including          18,000,000       100% of foreign
       technical                                  expenditures,
       services under                             100% of local
       Part A.4 of the                            expenditures
       Project                                    (ex-factory cost),
                                                  81% of local
                                                  expenditures for
                                                  other non-medical
                                                  items procured
                                                  locally, 98% of
                                                  local expenditures
                                                  for medical items
                                                  procured locally
                                                  (cost net of VAT)
   (4) Consultants' services,    14,900,000       79% of expenditures
       including audit                            for consulting
                                                  firms, 87% of
                                                  expenditures
                                                  for individual
                                                  consultants, and
                                                  100% of eligible
                                                  social charges
   (5) Training                  15,470,000       100%
   (6) Operating costs            2,920,000       87% of expenditures
                                                  for RHCF staff
                                                  salaries, 100%
                                                  of social charges,
                                                  100% of training
                                                  costs, and 84%
                                                  of other costs
       TOTAL                    150,000,000
   
       2. For the purposes of this Schedule:
       (a)  the  term "technical services" means warehousing services,
   inland  transportation  and  insurance, monitoring  and  reporting,
   processing  of  customs  and  other documents,  and  other  Project
   related technical services;
       (b)  the term "foreign expenditures" means expenditures in  the
   currency  of any country other than that of the Borrower for  goods
   or  services supplied from the territory of any country other  than
   that of the Borrower;
       (c)  the  term "local expenditures" means expenditures  in  the
   currency  of  the Borrower or for goods or services  supplied  from
   the  territory  of  the Borrower; provided, however,  that  if  the
   currency  of the Borrower is also that of another country from  the
   territory of which goods or services are supplied, expenditures  in
   such  currency  for such goods or services shall be  deemed  to  be
   "foreign expenditures";
       (d)  the  term  "Training" means Project related  study  tours,
   training   courses,   seminars,  workshops   and   other   training
   activities   not   included  under  goods  or  service   providers'
   contracts,  including  travel and per diem costs  of  trainees  and
   trainers,  those  from the ministries, administrations,  and  other
   relevant   institutions  and  organizations  on  the  federal   and
   regional levels involved in the implementation of the Project; and
       (e) the term "Operating costs" means expenditures on account of
   Project implementation, management and monitoring incurred  by  the
   RHCF,  including  its  staff  salaries, social  charges,  training,
   including  study  tours and seminars, office rent, maintenance  and
   minor  refurbishing  of  office  and equipment,  office  equipment,
   furniture,  materials  and supplies, communication  costs,  support
   for  information  systems,  translation costs,  bank  charges,  and
   travel  and  per  diem  costs of RHCF staff  and  other  reasonable
   expenditures  directly  associated with implementation  of  Project
   activities, all based on an annual budget acceptable to the Bank.
       3.  Notwithstanding  the provisions of paragraph  1  above,  no
   withdrawals  shall  be made in respect of: (a)  payments  made  for
   expenditures  prior  to  the date of this  Agreement,  except  that
   withdrawals in an aggregate amount not exceeding the equivalent  of
   USD  450,000, may be made in respect of Category (6) set  forth  in
   the  table in paragraph 1 above on account of payments made  before
   that  date  but after May 31, 2003; (b) any expenditures under  any
   Category  in  the table in paragraph 1 above, unless the  Bank  has
   received  payment  in  full of the front-end  fee  referred  to  in
   Section  2.04  of  this  Agreement;  and  (c)  expenditures   under
   Categories (2) and (3) set forth in the table in paragraph 1  above
   unless  relevant  parts  of  a federal  strategy  for  ТВ  control,
   acceptable  to the Bank, have been developed in collaboration  with
   WHO  and  are  officially approved by the Borrower  and  ready  for
   country-wide implementation.
       4. The Bank may require withdrawals from the Loan Account to be
   made  on  the  basis of statements of expenditure for  expenditures
   for:  (a)  goods  under  contracts costing less  than  USD  100,000
   equivalent  each; (b) services of consulting firms under  contracts
   costing  less  than USD 100,000 equivalent each;  (c)  services  of
   individual  consultants  under  contracts  costing  less  than  USD
   50,000  each;  (d) training under contracts costing less  than  USD
   100,000  equivalent each; and (e) operating costs, all  under  such
   terms  and  conditions as the Bank shall specify by notice  to  the
   Borrower.
   
   
   
   
   
                              SCHEDULE 2
                                   
                      DESCRIPTION OF THE PROJECT
                                   
       The objective of the Project is to assist the Borrower with the
   development  and  implementation of the national  ТВ  and  HIV/AIDS
   control  strategies in order to: (i) contain the growth of  ТВ  and
   HIV/AIDS  epidemics in the short term; and (ii)  halt  and  reverse
   the courses of these epidemics in the medium term.
       The  Project consists of the following parts, subject  to  such
   modifications thereof as the Borrower and the Bank may  agree  upon
   from time to time to achieve such objectives:
                                   
                                Part A
                                   
                        Control of Tuberculosis
                                   
       1.  Provision of goods, consultants' services and training  for
   the  development  of  policies, strategies  and  protocols  for  ТВ
   control,  including  legislative and  administrative  measures  and
   public information campaign.
       2.  Provision of goods, consultants' services and training  for
   strengthening of ТВ surveillance, monitoring, quality  control  and
   quality assurance of diagnosis and treatment.
       3.  Provision  of consultants' services, training,  laboratory,
   including  bacteriology and radiology equipment  and  supplies  for
   the improvement of ТВ case detection and diagnosis.
       4.  Provision of consultants' services and training to  improve
   ТВ  treatment  and  provision  of first-  and  second-line  anti-TB
   drugs.
                                   
                                Part B
                                   
                          Control of HIV/AIDS
                                   
       1.  Provision of goods, consultants' services and training  for
   the  development of policies, strategies and protocols for HIV/AIDS
   control,  including  legislative and  research  activities,  public
   information   campaign,  establishment  of   a   federal   HIV/AIDS
   coordination  center,  establishment  of  approximately  ten   (10)
   regional   information   centers,  and  assessment   of   available
   prevention measures.
       2.  Provision of goods, consultants' services and training  for
   HIV/AIDS  surveillance and monitoring at the federal  and  regional
   levels,  including  the  establishment of  a  federal  coordination
   center  for diagnosis, treatment and psychological support for  HIV
   infected people.
       3.  Provision  of  laboratory  and  blood  bank  equipment  and
   supplies,   consultants'  services  and  training  for   laboratory
   services and blood safety improvement.
       4.  Provision of goods, consultants' services and  training  to
   improve  STI prevention and control, including development  of  STI
   diagnosis and treatment guidelines and protocols, establishment  of
   a   federal   STI   coordination   center,   establishment   and/or
   strengthening  of  approximately twenty  (20)  STI  diagnostic  and
   treatment   centers   for   IDU  and  CSW,   establishment   and/or
   strengthening  of  three (3) specialized centers for  children  and
   teenagers with STI.
       5.  Provision of goods, consultants' services and training  for
   development  and  implementation  of  targeted  HIV/AIDS  and   STI
   prevention  programs  in high risk groups, including  approximately
   thirty   (30)  harm  reduction  programs  for  IDU,  and  for   the
   establishment  of  a  federal HIV/AIDS and STI coordination  center
   for training in high risk group prevention activities.
       6.   Provision   of  drugs,  medical  equipment,   consultants'
   services,  supplies and training for prevention of  mother-to-child
   transmission,  including development of protocols and strengthening
   of two (2) federal reference centers for HIV-infected children.
                                   
                                Part C
                                   
                          Project Management
                                   
       Provision  of  audit  services and Operating  costs  under  the
   Project.
                                   
                                 * * *
                                   
       The Project is expected to be completed by June 30, 2008.
   
   
   
   
   
                              SCHEDULE 3
                                   
                         AMORTIZATION SCHEDULE
                                   
       Date Payment Due                       Payment of Principal
                                           (Expressed in Dollars) <*>
       On each January 15 and July 15
           beginning July 15, 2008              6,250,000
           through July 15, 2019                6,250,000
           On January 15, 2020                  6,250,000
   
   --------------------------------
       <*>  The figures in this column represent the amount in Dollars
   to  be  repaid,  except  as provided in Section  4.04  (d)  of  the
   General Conditions.
   
   
   
   
   
                              SCHEDULE 4
                                   
                              PROCUREMENT
                                   
         Section I. PROCUREMENT OF GOODS AND RELATED TECHNICAL
                               SERVICES
                                   
                                Part A
                                   
                                General
                                   
       Goods  shall  be procured in accordance with the provisions  of
   Section  I of the "Guidelines for Procurement under IBRD Loans  and
   IDA  Credits" published by the Bank in January 1995 and revised  in
   January  and  August  1996, September 1997 and  January  1999  (the
   Procurement Guidelines) and the following provisions of  Section  I
   of this Schedule.
                                   
                                Part B
                                   
                   International Competitive Bidding
                                   
       1.  Except  as  otherwise provided in Part С of  this  Section,
   goods  and  technical  services shall be procured  under  contracts
   awarded  in  accordance with the provisions of Section  II  of  the
   Procurement Guidelines and paragraph 5 of Appendix 1 thereto.
       2.  The following provisions shall apply to goods and technical
   services to be procured under contracts awarded in accordance  with
   the provisions of paragraph 1 of this Part B.
       (a) Grouping of contracts
       To  the  extent practicable, contracts for goods and  technical
   services  shall be grouped in bid packages estimated  to  cost  USD
   100,000 equivalent or more each.
       (b) Preference for domestically manufactured goods
       The  provisions of paragraphs 2.54 and 2.55 of the  Procurement
   Guidelines   and   Appendix  2  thereto  shall   apply   to   goods
   manufactured in the territory of the Borrower.
       (c) Notification and Advertising
       The  invitation to bid for each contract estimated to cost  USD
   10,000,000  equivalent  or more shall be advertised  in  accordance
   with  the  procedures applicable to large contracts under paragraph
   2.8 of the Procurement Guidelines.
                                   
                                Part C
                                   
                     Other Procurement Procedures
                                   
       1. National Competitive Bidding
       Medical   equipment  and  supplies,  telecommunication  systems
   equipment,   hot   line  equipment,  surveillance  and   monitoring
   equipment,  office  equipment, vehicles,  furniture,  communication
   link,   educational  equipment  and  publishing  of  training   and
   information  materials  estimated to cost  less  than  USD  300,000
   equivalent  per contract, up to an aggregate amount not  to  exceed
   USD  3,484,000  equivalent may be procured under contracts  awarded
   in  accordance with the provisions of paragraph 3.3 and 3.4 of  the
   Procurement Guidelines.
       2. International Shopping
       Goods  estimated to cost less than USD 100,000  equivalent  per
   contract,  up  to  an  aggregate amount not to exceed  USD  200,000
   equivalent,   may  be  procured  under  contracts   awarded   after
   comparison  of  not  less than three responsive quotations  on  the
   basis  of international shopping procedures in accordance with  the
   provisions   of   paragraphs  3.5  and  3.6  of   the   Procurement
   Guidelines.
       3. National Shopping
       Goods  estimated  to cost less than USD 50,000  equivalent  per
   contract,  up  to  an  aggregate amount not to exceed  USD  450,000
   equivalent,   may  be  procured  under  contracts   awarded   after
   comparison  of  not  less than three responsive quotations  on  the
   basis  of  national  shopping procedures  in  accordance  with  the
   provisions   of   paragraphs  3.5  and  3.6  of   the   Procurement
   Guidelines.
       4. Direct Contracting
       Goods  of  a proprietary nature, costing USD 100,000 equivalent
   or  less in the aggregate, may, with the Bank's prior agreement, be
   procured in accordance with the provisions of paragraph 3.7 of  the
   Procurement Guidelines.
       5. Procurement of Second-line anti-TB drugs
       Drugs  for  treatment of multi-drug resistant ТВ and  technical
   services  related to these drugs may be procured  pursuant  to  the
   procedures  and  on  terms acceptable to  both  the  Bank  and  the
   Borrower.
       6. Services to Organize Training
       When  appropriate, a firm will be selected to provide  services
   in  respect  of organization of training upon comparison  of  three
   responsive  price quotations presented by suitably qualified  local
   contractors  under  agreed procedures. Individual  contract  values
   will  normally  not  exceed the equivalent of USD  100,000.  Larger
   contracts  estimated  to  cost  more  than  USD  100,000  will   be
   advertised  nationally  or  internationally  and  bids   for   such
   contacts will be invited.
                                   
                                Part D
                                   
              Review by the Bank of Procurement Decisions
                                   
       1. Procurement Planning
       Prior  to  the  issuance of any invitations to  prequalify  for
   bidding or to bid for contracts, the proposed procurement plan  for
   the  Project  shall  be furnished to the Bank for  its  review  and
   approval,  in  accordance with the provisions  of  paragraph  1  of
   Appendix 1 to the Procurement Guidelines. Procurement of all  goods
   shall  be  undertaken in accordance with such procurement  plan  as
   shall  have  been approved by the Bank, and with the provisions  of
   said paragraph 1.
       2. Prior Review
       (a)  With respect to each contract procured in accordance  with
   the  procedures referred to in Parts В and C.1 of this Section, the
   procedures  set forth in paragraphs 2 and 3 of Appendix  1  to  the
   Procurement Guidelines shall apply.
       (b)  With  respect  to  the  first two  contracts  procured  in
   accordance  with the procedures referred to in Parts  C.2  of  this
   Section, the first three contracts procured in accordance with  the
   procedures referred to in Parts C.3 of this Section, each  contract
   procured  in  accordance with the procedures referred to  in  Parts
   C.4  and  C.5 of this Section, and each contract estimated to  cost
   the  equivalent of USD 100,000 or more and procured  in  accordance
   with  the  procedures referred to in Part C.6 of this Section,  the
   following procedures shall apply:
       (i)  prior to the selection of any supplier, the Borrower shall
   provide  to  the Bank a report on the comparison and evaluation  of
   quotations received;
       (ii) prior to the execution of any contract, the Borrower shall
   provide  to  the Bank a copy of the specifications  and  the  draft
   contract; and
       (iii)  the procedures set forth in paragraphs 2(f), 2(g) and  3
   of Appendix 1 to the Procurement Guidelines shall apply.
       3. Post Review
       With  respect to each contract not governed by paragraph  2  of
   this  Part,  the procedures set forth in paragraph 4 of Appendix  1
   to the Procurement Guidelines shall apply.
                                   
                 Section II. EMPLOYMENT OF CONSULTANTS
                                   
                                Part A
                                   
                                General
                                   
       1.  Consultants' services shall be procured in accordance  with
   the  provisions of Sections I and IV of the "Guidelines:  Selection
   and  Employment  of Consultants by World Bank Borrowers"  published
   by  the Bank in January 1997 and revised in September 1997, January
   1999  and  May  2002 (the Consultant Guidelines),  paragraph  1  of
   Appendix   1   thereto,  Appendix  2  thereto  and  the   following
   provisions of this Schedule.
       2.  In  respect  of consultants' services to be procured  under
   contracts  awarded in accordance with the provisions  of  Parts  В,
   С.1  and  C.2  of  this Section, the short list of consultants  for
   services  for  contracts estimated to cost less  than  USD  200,000
   equivalent  per contract may comprise entirely national consultants
   in  accordance with the provisions of paragraph 2.7 and footnote  8
   of the Consultant Guidelines.
                                   
                                Part B
                                   
                  Quality - and Cost-based Selection
                                   
       Except  as  otherwise  provided in  Part  С  of  this  Section,
   consultants' services shall be procured under contracts awarded  in
   accordance  with  the provisions of Section II  of  the  Consultant
   Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2  thereto,
   and   the  provisions  of  paragraphs  3.13  through  3.18  thereof
   applicable to quality - and cost-based selection of consultants.
                                   
                                Part C
                                   
           Other Procedures for the Selection of Consultants
                                   
       1. Least-cost Selection
       Auditing  services estimated to cost up to an aggregate  amount
   not  to  exceed  USD  254,000 equivalent,  may  be  procured  under
   contracts  awarded in accordance with the provisions of  paragraphs
   3.1 and 3.6 of the Consultant Guidelines.
       2. Selection Based on Consultants' Qualifications
       Services estimated to cost less than USD 100,000 equivalent per
   contract,  up  to an aggregate amount not to exceed  USD  6,715,000
   equivalent,  may be procured under contracts awarded in  accordance
   with  the  provisions of paragraphs 3.1 and 3.7 of  the  Consultant
   Guidelines.
       3. Individual Consultants
       Services that meet requirements set forth in paragraph  5.1  of
   the  Consultant Guidelines, up to an aggregate amount not to exceed
   USD   2,651,000  equivalent,  shall  be  procured  under  contracts
   awarded   to   individual  consultants  in  accordance   with   the
   provisions   of  paragraphs  5.1  through  5.3  of  the  Consultant
   Guidelines.
       4. Public Education, Training, and Research Institutions
       Services of unique and exceptional nature may, with the  Bank's
   prior   agreement,  be  procured  from  Borrower's  public  health,
   training,  and  research  institutions  in  accordance   with   the
   provisions of Section II, paragraphs 3.1 through 3.4, 3.7  and  3.8
   of   the  Consultant  Guidelines  if  it  has  been  satisfactorily
   established  that  no suitably qualified private sector  consultant
   is available for the assignment.
                                   
                                Part D
                                   
          Review by the Bank of the Selection of Consultants
                                   
       1. Selection Planning
       Prior  to  the  issuance to consultants  of  any  requests  for
   proposals,  the  proposed  plan for the  selection  of  consultants
   under  the  Project shall be furnished to the Bank for  its  review
   and  approval, in accordance with the provisions of paragraph 1  of
   Appendix  1  to  the  Consultant  Guidelines.  Selection   of   all
   consultants' services shall be undertaken in accordance  with  such
   selection  plan as shall have been approved by the Bank,  and  with
   the provisions of said paragraph 1.
       2. Prior Review
       (a)  With  respect  to  each contract  for  the  employment  of
   consulting  firms estimated to cost the equivalent of  USD  100,000
   or  more  the  procedures set forth in paragraphs 1, 2 (other  than
   the  second subparagraph of paragraph 2(a)) and 5 of Appendix 1  to
   the Consultant Guidelines shall apply.
       (b)  With  respect  to  each contract  for  the  employment  of
   individual  consultants estimated to cost  the  equivalent  of  USD
   50,000  or more, the qualifications, experience, terms of reference
   and  terms  of employment of the consultants shall be furnished  to
   the  Bank for its prior review and approval. The contract shall  be
   awarded only after the said approval shall have been given.
       (c)  Notwithstanding the above provisions  of  this  paragraph,
   terms  of  reference for important assignments that might  be  from
   time  to  time selected by the Bank shall be furnished to the  Bank
   for its prior review and approval.
       3. Post Review
       With  respect to each contract not governed by paragraph  2  of
   this  Part,  the procedures set forth in paragraph 4 of Appendix  1
   to the Consultant Guidelines shall apply.
   
   
   
   
   
                              SCHEDULE 5
                                   
                        IMPLEMENTATION PROGRAM
                                   
       1.  MOH and MOJ shall be responsible for overall management and
   implementation of the Project.
       2.  MOH  shall  maintain the Working Group for Preparation  and
   Implementation  of the Project comprising representatives  of  MOH,
   MOJ,  MOF,  the  Ministry of Economic Development  and  Trade,  the
   Ministry  of  Science, Industry and Technology, the Federal  Center
   for  Project  Financing,  RHCF, and other  relevant  organizations,
   which  shall  be  responsible  for  overall  Project  coordination,
   defining the Project implementation strategy, ensuring approval  in
   accordance  with  its competence of the Project related  documents,
   and  approving  and controlling the fulfillment  of  the  Project's
   work programs and budgets.
       3.  RHCF shall be responsible for day-to-day Project management
   and  implementation,  including financial management,  procurement,
   disbursement,  engagement of outside auditors  and  preparation  of
   appropriate  auditing reports and their dissemination  to  relevant
   agencies  of  the  Borrower  and to the Bank,  and  preparation  of
   progress  reports  and annual reports related to the  Project,  and
   shall  assist  the  MOH  and  MOJ in the  overall  coordination  of
   Project  activities,  in  accordance with  the  provisions  of  the
   Project Operational Manual.
       4.  The Borrower shall ensure that, until the completion of the
   Project,  RHCF at all times functions in a manner, and with  staff,
   facilities  and  other  resources, and  under  terms  of  reference
   necessary and appropriate for the carrying out of the Project,  and
   satisfactory to the Bank.
       5.  The  Borrower shall maintain the Project Operational Manual
   in  form and content satisfactory to the Bank and shall not assign,
   amend,  abrogate  or waive the Project Operational  Manual  or  any
   provision thereof without a prior approval of the Bank.
       6.  The  Borrower  shall be responsible for selecting,  through
   RHCF,  regions  of the Borrower for inclusion in the  Project,  and
   such   selection  shall  be  in  accordance  with   a   methodology
   acceptable  to  the Bank and in accordance with  the  criteria  set
   forth in the Project Operational Manual.
       7.  RHCF  shall not initiate any procurement actions in respect
   of  second-line anti-TB drugs for any health facility  unless  this
   health  facility  is  in  full  compliance  with  the  requirements
   approved by both MOH and WHO for use of such drugs.
       8.   RHCF  shall,  upon  agreement  with  MOH,  MOJ  and   each
   Participating  Region,  establish the list  of  medical  equipment,
   drugs  and other goods to be provided under Parts A and  В  of  the
   Project  to  a  respective  region,  specify  the  training  to  be
   provided  in  relation to such equipment, and promptly  inform  the
   Bank  prior  to the initiation of procurement actions in accordance
   with  the provisions of Schedule 4 to this Agreement in respect  of
   any such goods or initiation of any such training.
       9.  RHCF  shall initiate any procurement actions in respect  of
   health  facilities  in  any Participating  Region,  only  upon  its
   entering   into  a  Regional  Participation  Agreement  with   such
   Participating  Region, which shall be acceptable to  the  Bank  and
   the  Borrower  and  include  the  undertakings  of  the  respective
   Participating Region to take all necessary measures to:
       (a)  ensure  that  the medical equipment,  drugs  and  supplies
   provided   under  the  Project  shall  be  used  at  the   intended
   facilities exclusively for the purposes of the Project;
       (b)  ensure  participation of the beneficiary health facilities
   on ordering equipment;
       (c)  provide  training for staff using the  equipment  provided
   under the Project; and
       (d)  submit periodic reports as requested by RHCF on the status
   of Project implementation and utilization of equipment.
       10.  The Borrower shall cause RHCF to submit to the Bank, on  a
   semi-annual  basis,  Project progress reports for  its  review  and
   approval.
       11. The Borrower shall:
       (a)  maintain policies and procedures adequate to enable it  to
   monitor  and  evaluate  on  an ongoing basis,  in  accordance  with
   indicators acceptable to the Bank, the carrying out of the  Project
   and the achievement of the objectives thereof;
       (b) prepare, under terms of reference satisfactory to the Bank,
   and  furnish  to  the  Bank, on or about  May  1,  2006,  a  report
   integrating   the   results  of  the  monitoring   and   evaluation
   activities performed pursuant to paragraph (a) of this Section,  on
   the  progress  achieved in the carrying out of the  Project  during
   the  period preceding the date of said report and setting  out  the
   measures  recommended to ensure the efficient carrying out  of  the
   Project  and the achievement of the objectives thereof  during  the
   period following such date; and
       (c)  review with the Bank, by June 1, 2006, or such later  date
   as  the Bank shall request, the report referred to in paragraph (b)
   of  this  Section, and, thereafter, take all measures  required  to
   ensure  the efficient completion of the Project and the achievement
   of   the   objectives  thereof,  based  on  the   conclusions   and
   recommendations  of  the said report and the Bank's  views  on  the
   matter.
   
   
   
   
   
                              SCHEDULE 6
                                   
                            SPECIAL ACCOUNT
                                   
       1. For the purposes of this Schedule:
       (a) the term "eligible Categories" means Categories (1) through
   (6)  set  forth in the table in paragraph 1 of Schedule 1  to  this
   Agreement;
       (b)  the  term  "eligible expenditures" means  expenditures  in
   respect  of the reasonable cost of goods and services required  for
   the  Project  and to be financed out of the proceeds  of  the  Loan
   allocated  from  time  to  time  to  the  eligible  Categories   in
   accordance  with  the provisions of Schedule 1 to  this  Agreement;
   and
       (c) the term "Authorized Allocation" means an amount equivalent
   to  two  million dollars (USD 2,000,000) to be withdrawn  from  the
   Loan  Account  and deposited into the Special Account  pursuant  to
   paragraph  3  (a) of this Schedule, provided, however, that  unless
   the Bank shall otherwise agree, the Authorized Allocation shall  be
   limited  to  an  amount  equivalent to  one  million  dollars  (USD
   1,000,000) until the aggregate amount of withdrawals from the  Loan
   Account   plus   the  total  amount  of  all  outstanding   special
   commitments  entered into by the Bank pursuant to Section  5.02  of
   the  General Conditions shall be equal to or exceed the  equivalent
   of three million dollars (USD 3,000,000).
       2.   Payments  out  of  the  Special  Account  shall  be   made
   exclusively  for  eligible  expenditures  in  accordance  with  the
   provisions of this Schedule.
       3. After the Bank has received evidence satisfactory to it that
   the  Special  Account  has  been duly opened,  withdrawals  of  the
   Authorized  Allocation and subsequent withdrawals to replenish  the
   Special Account shall be made as follows:
       (a)  For withdrawals of the Authorized Allocation, the Borrower
   shall  furnish to the Bank a request or requests for  deposit  into
   the  Special  Account of an amount or amounts which do  not  exceed
   the aggregate amount of the Authorized Allocation. On the basis  of
   such  request  or  requests,  the Bank  shall,  on  behalf  of  the
   Borrower,  withdraw  from the Loan Account  and  deposit  into  the
   Special  Account such amount or amounts as the Borrower shall  have
   requested.
       (b)  (i) For replenishment of the Special Account, the Borrower
   shall  furnish to the Bank requests for deposits into  the  Special
   Account at such intervals as the Bank shall specify.
       (ii) Prior to or at the time of each such request, the Borrower
   shall  furnish  to  the  Bank  the  documents  and  other  evidence
   required  pursuant to paragraph 4 of this Schedule for the  payment
   or  payments in respect of which replenishment is requested. On the
   basis  of  each  such request, the Bank shall,  on  behalf  of  the
   Borrower,  withdraw  from the Loan Account  and  deposit  into  the
   Special  Account such amount as the Borrower shall  have  requested
   and  as  shall have been shown by said documents and other evidence
   to  have  been  paid  out  of  the  Special  Account  for  eligible
   expenditures.  All  such deposits shall be withdrawn  by  the  Bank
   from  the  Loan  Account under the respective eligible  Categories,
   and  in  the  respective equivalent amounts,  as  shall  have  been
   justified by said documents and other evidence.
       4.  For  each  payment made by the Borrower out of the  Special
   Account,  the  Borrower  shall, at such  time  as  the  Bank  shall
   reasonably  request, furnish to the Bank such documents  and  other
   evidence  showing  that  such  payment  was  made  exclusively  for
   eligible expenditures.
       5.  Notwithstanding  the  provisions of  paragraph  3  of  this
   Schedule,  the Bank shall not be required to make further  deposits
   into the Special Account:
       (a)  if,  at any time, the Bank shall have determined that  all
   further  withdrawals should be made by the Borrower  directly  from
   the Loan Account in accordance with the provisions of Article V  of
   the  General Conditions and paragraph (a) of Section 2.02  of  this
   Agreement;
       (b)  if the Borrower shall have failed to furnish to the  Bank,
   within the period of time specified in Section 4.01(b)(ii) of  this
   Agreement,  any  of the audit reports required to be  furnished  to
   the  Bank pursuant to said Section in respect of the audit  of  the
   records and accounts for the Special Account;
       (c)  if, at any time, the Bank shall have notified the Borrower
   of  its  intention to suspend in whole or in part the right of  the
   Borrower to make withdrawals from the Loan Account pursuant to  the
   provisions of Section 6.02 of the General Conditions; or
       (d) once the total unwithdrawn amount of the Loan allocated  to
   the  eligible Categories, minus the total amount of all outstanding
   special  commitments entered into by the Bank pursuant  to  Section
   5.02  of  the  General Conditions, shall equal  the  equivalent  of
   twice   the   amount  of  the  Authorized  Allocation.  Thereafter,
   withdrawal  from  the  Loan  Account of the  remaining  unwithdrawn
   amount  of  the  Loan  allocated to the eligible  Categories  shall
   follow  such procedures as the Bank shall specify by notice to  the
   Borrower. Such further withdrawals shall be made only after and  to
   the  extent that the Bank shall have been satisfied that  all  such
   amounts remaining on deposit in the Special Account as of the  date
   of  such  notice will be utilized in making payments  for  eligible
   expenditures.
       6.  (a) If the Bank shall have determined at any time that  any
   payment  out  of  the  Special  Account:  (i)  was  made   for   an
   expenditure  or in an amount not eligible pursuant to  paragraph  2
   of  this  Schedule;  or  (ii)  was not justified  by  the  evidence
   furnished  to  the Bank, the Borrower shall, promptly  upon  notice
   from  the  Bank: (A) provide such additional evidence as  the  Bank
   may  request; or (B) deposit into the Special Account (or,  if  the
   Bank  shall so request, refund to the Bank) an amount equal to  the
   amount  of  such payment or the portion thereof not so eligible  or
   justified.  Unless  the  Bank  shall otherwise  agree,  no  further
   deposit  by  the Bank into the Special Account shall be made  until
   the  Borrower  has provided such evidence or made such  deposit  or
   refund, as the case may be.
       (b)  If  the  Bank shall have determined at any time  that  any
   amount  outstanding in the Special Account will not be required  to
   cover  further  payments  for eligible expenditures,  the  Borrower
   shall, promptly upon notice from the Bank, refund to the Bank  such
   outstanding amount.
       (c)  The Borrower may, upon notice to the Bank, refund  to  the
   Bank  all  or  any portion of the funds on deposit in  the  Special
   Account.
       (d)  Refunds to the Bank made pursuant to paragraphs 6 (a), (b)
   and  (c) of this Schedule shall be credited to the Loan Account for
   subsequent  withdrawal or for cancellation in accordance  with  the
   relevant  provisions  of  this  Agreement,  including  the  General
   Conditions.
   
   

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