OFFICIAL DOCUMENTS LOAN NUMBER 8704-CN Loan Agreement (Poyang Lake Basin Town Water Environment Management Project) between PEOPLE'S REPUBLIC OF CHINA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated eb , 2017 LOAN NUMBER 8704-CN LOAN AGREEMENT Agreement dated 2"-,,e 6 2017, between PEOPLE'S REPUBLIC OF CHINA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ('Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral 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. ARTICLET I.- LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred:to in this Agreement, theanount of one himdred and-fifty million Dollars ($150, 000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.08 of this Agreement ("Loan"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percenti(025%),ofth LatodttAnt. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread; provided, however,.that the interest payable shall in no event be less than zero percent (0%) per annum; and provided furthermore that, upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance reiai~ whn dueand iicli bn-aynent continues-for a periiodof'try -2- days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions. 2.06. The Payment Dates are March 15 and September 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. 2.08. (a) The Borrower may at any time request any of the following Conversions of the.terms of the Loan in order to facilitate prudent debt management: (i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate to a Fixed Rite, or vice versa; or (B) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn and outstaiding from a Variable Rate based on a Variable Spread to a Variable Rate based on. a Fixed Spread; and,(iii) the setting of limits on the VariableRateor the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn andtoutstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requested-pursuant to paragraph (a) of this.Section that is accepted by the Bank shall be considered a "Conversion", as defined in the General Conditions, and shall be effected in accordance with the provisi6f#s of Article IV of the General Conditions and of the Conversion Guidelines. 2.09. (a) If on any given day, the Total Exposure exceeds the Standard Exposure . Limit (as said terms are defined in sub-paragraphs (b)(ii) and (b)(iii) of this Section), the Borrower shall pay to the Bank a sircharge at the rate of one half of one percent (0.5%) per annum of the Allocated Excess Exposure Amount (as defined in. sub-paragraph (b)(i) of this Section) for each said day ("Exposure Surcharge"). The Exposure Surcharge (if any) shall be payable semi-annually in arrears on.each Payment Date. (b) For purposes of this Section the following terms have the meanings set forth below: (i) "Allocated Excess Exposure Amount" means-for each day during which the Total Exposure exceeds the Standard Exposure Limit, -3- the product of: (A) the total amount of said excess; and (B) the ratio of all (or, if the Bank so determines, a portion) of the Loan to the aggregate amount of all (or the equivalent portions) of the loans made by the Bank to the Borrower and to other borrowers guaranteed by the Borrower that are also subject to an exposure surcharge, as said excess-and ratio are reasonably determined from time to time by the Bank. (ii) "Standard Exposure Limit" means the standard limit on the Bank's financial exposure. to the Borrower which, if, exceeded, would subject the Loan to the Exposure Surcharge, as determined from time to time by the Bank. (iii) "Total Exposure" means for any given day, the Bank's total financial exposure to the Borrower, as reasonably determined by the Bank. ARTICLE I- PROJECT 3.01. The.Borrower declares its commitment to the objectives of the Project. To this end, the Borrower shall cause the Project -to be carried out by the Project Implementing Entity in accordance with the provisions of Article V of the General Conditions and the Project Agreement, 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall ensUre that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV- EFFECTIVENESS; TERMINATION 4.01. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. ARTICLE V REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its Minister of Finance. 5.02. The Borrower's% Address is: Ministry of Finance Sanlihe Xicheng District Beijing140820 People Rpublic of China -4- Facsimile: (86-10) 6855-2077 5.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C.20433 United States of America Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) AGREED at Beijing, People's Republic of China, as of the day and year first above written. PEOPLE'S REPUBLIC OF CHINA By Authoriied Representative Nam e: '"' 7 ~ - Title: INTERNATIONAL BANK FOR s1t RECONSTRUCTION AND DEVELOPMENT By Authorized epresentative Name:________ TitlIe:T54.~'~ -5- SCHEDULE 1 Project Description The objectives of the Project are to reduce the pollutant discharge into selected waterways, and improve management of water quality, in selected counties in the Poyang Lake basin within Jiangxi Province. The Project consists of the following parts: Part 1: Institutional Strengthening for Water Management (a) Establishment of the lake management platform designed to strengthen the Poyang Lake basin's management, institutional and knowledge sharing architectuie. (b) Establishment of water environment monitoring systems. (c) Preparation of studies related to ecological protection of the Poyang Lake. (d) Preparation of a sensitivity-assessment of Poyang Lake. (e) Enhancement of participatory sustainable Poyang Lake basin management through such measures as: (i) disclosure, to the public and grassroots level organizations, information on the Poyang Lake protection; (ii) provision of training on Water environment manageient to personnel of organizations responsible for water environment monitoring and enorcerpent of environmental laws and regulations; and (iii) ensuring soundess of infrastructure design and operational sustainability, through . public outreach activities to raise environmental awareness at county, village and community levels. Part 2: Lake and River Restoration and Im&ovement of Wastewater Management (a) Restoration of the lake and river environment of selected waterways in PoyangLake basini through (i) "structural" restoration measures such as consttiction-of bio-retention swales, removal of a small amount of lake sediment to reduce the inner lake pollution source, development of constructed wetlands designed to remove pollutants from storm water to be discharged int6 the lakes; and rehabilitation of water diversion structures; and (ii) "non-structural" restoration measures such. as introduction and coordination of. best farmland practices and related tehilguidahce 6iotes and sound aqua-culture practices. (b) Enhancement of wastewater management: (i) in urban areas, through construction of wastewater interceptors and storm water collection pipelines, as well as associated roads rehabilitation; (ii) in rural areas, -6- through construction of rural wastewater systems comprising, inter alia, construction of small wastewater treatment facilities and establishment of household wastewater connections. Part 3: Improvements in Solid Waste Management Improve solid waste management through such measures as provision of solid waste bins and collection vehicles; construction of solid waste collection and transfer stations; installation of local solid waste management information systems; and investments at the village level for the improvement of solid waste collection. Part 4: Project Implementation Support Supporting the overall capacity of the Project Implementing Entity to coordinate, manage and supervise the implementation of the Project, including: (a) provision of consulting services to enhance engineering design, construction supervision, and environmental and social management; (b) carrying out of capacity building actiities through workshops, training and study-tours; (c) carrying out of financial management, procurement, contract supervision and monitoring and evaluation including procurement of external social, resettlement and environmental monitoring services and (d) the operation of Project management offices (including the purchase of office equipment). -7- SCHEDULE 2 Project Execution Section 1. Implementation Arran2ements A. Financing Arrangements 1 For the purposes of carrying out the Project, the Borrower shall make available the proceeds of the Loan to the Project Implementing Entity, under terms and conditions satisfactory to the Bank, including the following principal terms: (a) The principal amount shall be made available in Dollars or any other Currency as the Loan may be converted from time to time through a Currency Conversion (such principal amount determined on the date, or respective dates, of withdrawal from the Loan Account) of the value of the currency or currencies so withdrawn. (b) The principal amount so made available (including an amount equal to the fee paid purguat to Section 2.61 of this Agreemert itd any premium for ..rte. Aps or testr te Collars paid pursuantt Setion 2.08(c) of t'-iA"'ient and Section 4.05(:) of-ihe dneri otditions) shall be recove over a peod of tweriy-fiv (25) years, inilusive of a grace period of eight (8) years. (c) Interest shall be charged on such principal amount withdrawn and outstanding from time to time at a rate equal to the rate of interest applicable from time to time to the Loan pursuant to the provisions of Section 2.05 of this Agreement. (d) A Commitment Charge shall be charged equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2. The Borrower shall cause the Project Implementing Entity to: (a) manage, operate, monitor, transfer and reconcile the proceeds of the Loan made available to it pursuant to paragraph 1 above in accordance with arrangements and procedures satisfactory to the Bank; (b) take all required actions, including provision of timely consents and approvals as may be necessary, to facilitate the utilization of said Loan proceeds and the implementation of the Project and, to enable the Project Implementing Entity to comply with its undertakings under the Project Agreement; and (c) maintain all relevant records and documents related to the Loan and the Project and provide promptly such documents and records, including all other information, as may be requested by the Borrower or the Bank from time to time. B. Anti-Corruption The Borrower shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. C. Safeguards 1. The Borrower shall take, and shall cause the Project Implementing Entity to take, all measures necessary to ensure that the Project is carried out in accordance with the provisions of the Safeguards Instruments and Section I.C of the Schedule to the Project Agreement. 2. In the event of a conflict between the provisions of any of the Safeguards Instruments and those of this Agreement or the Project Agreement, the terms of this Agreement or the Project Agreement shall govern. Section II. Project Monitoring Reportine and Evaluation A. Project Reports The Borrowershall. cause the Project Implementing Entity to monitor and evaluate the progress of the Projept and prepare Project Repqrts.in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of the indicators agreed with the Bank and set forth in Project Implementation Plan. Each Project Report shall cover the period of one calendar semester, and shall be furished to the Bank not later than sixty (60) days after the end of the period covered by such report. B. Financial Management, Fipancial Reports and Audits 1. The Borrwer shal maintain or cause to be maintained a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Borrower shall cause the Project Implementing Entity to prepare and furnish to the Bank as part ofiths,Project 4eport not later than sixty (60) days after the end of each calendar semester, interim unaudited financial reports for the Project covering the semester, in form and substance satisfactory to the Bank. 3. The Borrower shall cause the Project linplenenting Entity to. have its Financial Stat;mept4u i accordance with the provisions of Section 5,09 (b) of the Geneial Conditio Each audit of the Financial Statements shall cover the period of onea scal year qf theBorrowir. The audited Financial Statements for each such period sl be furnishedto the Bank not later than six (6) months after the end of -9- such period. The Borrower shall make, or cause the Project Implementing Entity to make, the audited Financial Statements publicly available in a timely fashion and in a manner acceptable to the Bank. Section M. Procurement A. General 1 . Goods, Works and Non-consulting Services. All goods, works and non- consulting services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines and with the provisions of this Section. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement 6meth6s ot ihiethis of review by the Bank of partiklar contracts refeo the corresp6nding method described in Sections II and iII of the Prociuremnent Guidelines or S tin II, II Wand V of the Consultant Guidelines, as the case"nay lie. B. Particular Mtihods of Procurement of Goods, Works anid Non-consulting Services International Cometitivel iddhig: Ekeept asotherwise provided in-paragraph 2 below, goods, works and non-consulting services shall be procured under cotidcts awardd on the basis- of lterniionai Cbmpetitive Bidding. 2. Other Methods of Procurement of Goods, Works and Non-consulting Services. The followinig methods, other than International Competitive Bidding, may be used for procirement of goods, works and non-consulting services for th6se contracts specified in the Procurement Plin (a)"Natidal Competitive Bidding, suibjectto th additional provi ions set forth in the box belov; (b) Direct Contractitig; and (d) Shopping. The prodedurs applicbl the procurement of goods, works, and non-consulting servical thnder4on ptf difided othe basis 4 fNhtior' i0"omdetitive Bidding ("NCB") sliall l the open it rin oeauir set forth in theBorroer Law on Tendering and Biddig fti d tU by, its rde No. 21 dated August 30, 1999; provided, hoWevir, tht liich 196- e ' A11ll 6e sub et to the provisiois of Section I, - 10 - Paragraphs 3.3 and 3.4 of Section III, and Appendix I of the Procurement Guidelines, and the additional provisions in the following. In the event of a conflict between the Borrower's procedures and these NCB Procedure Modifications, the latter shall govern. (i) Eligibility to participate in a procurement process and to be awarded a Bank- financed contract shall be as defined under Section I of the Procurement Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for such contract for reasons other than those provided in Section I of the Procurement Guidelines. No restriction based on nationality of bidders and/or origin of goods shall apply, and foreign bidders shall be allowed to participate in NCB without application of restrictive conditions. (ii) All invitations to prequalify or bid shall be advertised in a national newspaper of wide circulation in the Borrower's country, or on a,widely used website / electronic portal with free national and international access acceptable to the Bank except for goods or-non-consulting services contracts that are estimated to cost less, than $300,000 equivalent each, or works contracts that are estimated to cost less than $2,000,000 each, which may be advertised in a provincial daily newspaper. Such advertisement shall be made in sufficient time for prospective bidders to obtain prequalification or bidding documents and prepare and submit their-responses, In any event, a minimum of thirty (30) days shall be given to bidders between the date of such advertisement (or the date of availability of bidding documents,. Whichever is later) and the deadline for the submission of bids, and the advertisement and biddihg, documents shall specify the deadline for the submission of bids. In the case of such-advertisement on a website / electronic portal, the notice shall remain readily accessible nationally and internationally: until at least the deadline for the submission of bids. Potential biddersshall be allowed to inspect and purchase bidding documents at any time prior to the deadline for the submission of bids. (iii) Standard Bidding Documents acceptable to the B4nk shall be used. (iv) Qualification requirements of bidders and the method of evaluating the qualification of each bidder shall be specified in detail in the bidding documents. (y) Prequalification procedures and documents acceptable to the Bank shall be used for large, complex- and/or- specialized works. Verifldation of the information uponwhich a bidder was prequalified, including,current.commitments, shall be carried-ut at the time-of contract award, along with the bidder's capability with respect to personnel and equipment. All bidders that meet the qualification criteria set,out. i:n the pre-qualification documents shall be allowed to bid, and thee shall be no limit on the:number of prequa-clified bidders. Where pre- qualificatioi is not used, the iualificationrof ihbidder who is recommended for award of contract shall be- assessed by post-qualification, applying the qualification criteria stated in the bidding documents. - 11 - (vi) Registration shall not be used to assess bidders' qualifications. A bidder shall not be required to register as a condition for inspecting or purchasing bidding documents, submitting its bid or receiving contract award. A bidder determined to be the lowest evaluated responsive bidder, shall be given reasonable opportunity of registering (if required) before contract signing without any let or hindrance. Bidding shall not be restricted to any particular class of contractors, and non-classified contractors shall also be eligible to bid. (vii) No margins of preference of any sort shall be given to bidders, such as on the basis of their location, place ofincorporation, or affinity with the geographical area in which the Project activities will take place. (viii) All bidders who are awarded contracts for works and single-responsibility contracts shall be required to provide performance security in an amount sufficient to protect the Borrower or the Project Implementing Entity / Entities, as the case may be, in case of breach of contract by the contractor, and the biddingdocuments shall.specify the required form-and amount of such security and any other potential damages for such breach. (ix) Bidders shall be allowed to submit bids by mail or in person. (x) All bids shall be opened inpublic, all bidders shalibe offered an opportunity to be present (either in person or through their representatives) at the time of bid opening, but bidders shall ot be required to be present at the bid opening. (xi) All bid evaluation criteria shall be disclosed i'r the bidding documents and quanitifiedin monetary,terms or expressed in the form of pass/fail requirements. (xii) No bid may be rejected solely on the basis that the bid price exceeds any cost est ifiate or falls outside any margin or bracket of prices or average bids established by the Borrower or the Project Implementing Entity / Entities, as the case may be. Rejection of all bids or re-bidding shall not be allowed solely because the numberf of bids is less than three (3), and rejection of all bids or rebidding shall. not take place without the Bank's prior written agreement. (xiii) Each contract shall be awarded to the lowest evaluated responsive bidder, that is, the bidder who meets the- appropriate standards of capability and resources and whose bid has been, dedrmined: (A) to be substantially responsive to the bidding documents; an (B) to offer the lowest evaluated cost. The winning bidder shall not be required; Las a. condition of award, to undertake respqnsibilities for workbr to assume othe obligations not stipulated in the biddingdocumRents oikotherise to modify:the bid as originally submitted. No negotiitions shallbe peimitted except with the Bank!s no-objection. -12- (xiv) In accordance with the Procurement Guidelines, each bidding document and contract shall include provisions stating the Bank's policy to sanction firms or individuals found to have engaged in fraud and corruption as set forth in the Procurement Guidelines. (xv) In accordance with the Procurement Guidelines, each bidding document and contract shall include provisions stating the Bank's policy with respect to inspection and audit of accounts, records and other documents relating to the submission of bids and contract performance. (xvi) Government-owned enterprises in the Borrower's country may be permitted to bid or submit a proposal of goods, works, or non-consulting services if they can establish that they: (A) are legally and financially autonomous; (B) operate under commercial law; and (C) are not a dependent agency of the agency conducting the procurement. (xvii) Matters such as subcontracting, joint venture relationships and assignment of contract shall be handled in accordance with the bidding documents. (xviii) The results of bid evaluation and contract award shall be published in the national or provincial press (as provided under paragraph (ii) above)tor official gazette or a free and open-access website and shall identify: (A) the name of each bidder who submitted a bid; (B) bid prices as read out at bid opening; (C) the name of the bidder, and the evaluated price, of each bid that was evaluated; (D) the names of bidders whose bids were eitherrejected as non-responsive or not meeting qualification: criteria,,dr not evaluated, with: the reasons therefor; and (E) the name of the winning bidder and the final total contract price, as well as the duration and summary scope of the coitract. Such publication shall be within- two (2) Weeks -of receiving: the Bank's no-objection to the award recommendation for contracts subject to the Bank's prior review, and within two (2) weeks of the Borrower or the Project Implementing Entity's award decision for contracts subject to the Bank's post review. The bidding documents shall disclose the newspaper in which and / or the electronic means by which the information on contract award will be published. (xix) The Borrower or the Project Implementing Entity / Entities, as the case may be, shall have in place an effective and independent protest mechanism for bidders to protest. The bidding documents shall provide the professional title and address of the official to whom such protests should be sent. -13- C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality and Cost-based- Selection, may be used for procurement of consultants' services for those contracts which are specified in the Procurement Plan: (a) . Quality-based Selection; (b) Selection based on Consultants' Qualificatioiis; (c) Single-Source Selection of consulting firms; (d) Selection of Individual Consultants; and (e) Single-Source Selection of individual consultants. D. Review by the Bank of Procurement Decisions The Procurement Plan shall set f6rth those contracts which shall be subject to the Bank's Prior Review. All other contracts shall be subject to Post Review by the Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and sich additional instructions as the Bank shall specify by notice to the Borrower (including the 'Disbursement Guidelines for Investment Project Financing" dated February 2017, as revised from time to.time.by the Bank and as made applicable to this Agreement pursualt to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below.. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. -14- Category Amount of the Loan Percentage of Allocated Expenditures to be (expressed in USD) financed (inclusive Taxes) (1) Goods, works, non-consulting services, Output-based Payments, 149,625,000 100% Incremental Operating Costs, Training and. Workshops and consultants' services for the Project (2) Front-end Fee 375,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions TOTAL AMOUNT 150,000,000 - B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreemient, except that withdrawals up to an aggregate amount not. to exceed thirty million Dollars (USD 30,000,000) may be made for payments made prior to this date but on or after Januaiy 1,2017 fori Eligible Expenditures. 2. The Closing Date is December 31, 2022. Section V. Ot hr Undertikegs Without prejudice to the provisions of Section IV above, the withdrawal of Loan proceeds for Output-based Payment under Category (1) shall be made upon the submission of evidence satisfactory to the Bank verifying the Outputs; and the amount of eaich Output-based Payment shall be calculited as the product of the Unit Price per the number of Outputs verified by the respectire County Project Management Office; all in accordance with the Project Implementation.Plan. -15- SCHEDULE 3 Amortization Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall,be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in-paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Expressed as a Percentage) 15 Sep 2025 2.28% 15.Mar 2026 2.31 % 15 Sep 2026 2.35% - 15 Mar 2027 2.38 % 15 ep 2027 242 % 15M 2028 2.46% 15 Sep2028 2:49% 15 Mar 2029 2.53% 15 Sep 2029 2.57% 15 Mar 2030 21t% 15Sep2030 2.65.% 15 Mar 2031 15 Sp 2031 2.73% li e20I32 2.81% 15Mrhi2033 2.85 % i~sp203 2:89% 11M.r 2Q34 2.94 % 15 SW'2034 2.98% 15 Mar2035 3.03% 15 Sep 2035 3.07 % 15 Mar2036 3.12% 15 Sep 2036 3.16% 15 Mar 2037 3.21% 15 Sep2037 3.26% 15 Mai 2038 3.31% 15 Se2038 3.36% 15 Mar 2039 3.41% -16- 15 Sep 2039 3.46% 15 Mar 2040 3.51% 15Sep2040 3.56% 15 Mar 2041 3.62% 15 Sep 2041 3.67% 15 Mar 2042 3.54% 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date; the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph 1 of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installmpnt Share specified in the table in paragraph I of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining. Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. (a) Amounts of the Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawaL (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub-paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is -17- repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of dejqomination immediately prior to the Conversion by either. (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. -18- APPENDIX Section I. Definitions 1. "Affected Persons" means persons who, on account of the execution of the Project, have 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 persons 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 persons; and an "Affected Person" means any of such Affected Persons. 2. "Annual Work Plan" means each of the rolling plans for the Project to be prepared or updated by the Provincial Project Management Office, submitted by the Project Implementing Entity, and approved by the Bank, on an annual basis as provided for in Section I.A.3 of the Schedule ta the Project Agreement. 3. "Anti-Corruption Guidelines" means 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. 4. "Bank's-Safeguards Policies" means the operational policies. and procedures for financing.ofdevelopment projects by the Bank at the date of this Agreement and relating to Environnental Assessment, Natural Habitats, Pest Management, Indigenous Peoples (Ethnic Minorities), Physical Cultural Resources, Involuntary Resettlement, Forests, Safety of Dams, Projects on International Waterways, and Projects in Disputed Areas, as published under http://policies.worldbankorg/. 5. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 6. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014). 7. "County Project Management Office" means the office referred to in Section LA. 1(e) of the Schedule to the Project Agreement, and any successor thereto. 8. "Environmental and Social Impact Assessment" means the environmental and social management impapct assessment for the Project, acceptable-to the Bank prepared by the Project Implementing Entity, dated September 2016 and disclosed Qn infoshop on September9, 2016. -19- 9. "Environmental Management Plans" or "EMPs" means, collectively, the Project Implementing Entity's environmental management plans for the Project, acceptable to the Bank, dated September 2016 and disclosed on infoshop on September 9, 2016, which sets out the environmental piotection measures, including measures for the protection of natural habitats, in respect of the Project, as well as administrative, monitoring, supervision and training arrangements to ensure the implementation of said plans, as said plan may be revised from time to time with the prior written agreement of the B"hk, and such term includes all schedules and annexes supplemental thereto, and any additional EMP as may be required for Project activities. 10. "Expert Team" means the team referred to in Section I.A. 1(c) of the Schedule to the Project Agreement, and any successor thereto. 11. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12, 2012, with the modifications set forth in Section II of this Appendix. 12. "Incremental Operating Costs" means the reasonable costs incurred by the Project Iniplenenting Entity, for purposes of Project managemerit and implementation based on the aniual work plais and budgets approved in bd*agce by the Bank, on account of office rental, supplies and consumables, utilities, bank charges, communications, mass media