Page 1 CONFORMED COPY CREDIT NUMBER 2820 VN Development Credit Agreement (Power Development Project) between SOCIALIST REPUBLIC OF VIET NAM and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated February 26, 1996 CREDIT NUMBER 2820 VN DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated February 26, 1996, between SOCIALIST REPUBLIC OF VIET NAM (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; (B) the Project will be carried out by Electricity of Viet Nam (EVN) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to EVN the proceeds of the Credit as provided in this Agreement; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions set forth in this Agreement and in the Project Agreement of even date herewith between the Association and EVN; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, with the modifications set forth below (the Page 2 General Conditions) constitute an integral part of this Agreement: (a) The last sentence of Section 3.02 is deleted. (b) The second sentence of Section 5.01 is modified to read: "Except as the Association and the Borrower shall otherwise agree, no withdrawals shall be made: (a) on account of expenditures in the territories of any country which is not a member of the Bank or for goods produced in, or services supplied from, such territories; or (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Association, is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations." 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) "Affected Person" means a person who on account of the execution of Part A of the Project had or would have (a) his standard of living adversely affected; or (b) his right, title or interest in any house, land (including premises, agricultural and grazing land) or any other fixed or movable asset acquired or possessed, temporarily or permanently; or (c) his business, occupation, work or place of residence or habitat adversely affected, and "Affected Persons" means collectively all persons who qualify as an Affected Person. (b) "Charter" means the Charter of the organization and operation of Electricity of Viet Nam, issued under Decree 562/TTg of the Prime Minister of the Borrower, dated October 10, 1994, governing the organization and operations of EVN. (c) "EA" means the Environmental Assessment for the Project approved by the Borrower on November 29, 1995. (d) "EVN" means Electricity of Viet Nam, an enterprise established pursuant to Decree No.14/CP of the Government of the Borrower , dated January 27, 1995. (e) "Legal and Regulatory Framework Study" means the study of the legal and regulatory framework for the Borrower's power sector proposed to be carried out by the Joint UNDP/World Bank Energy Sector Management Program. (f) "Phu My-2 Phase 2" means the proposed second phase development of the Phu My-2 Power Station. (g) "Power Development Program" means the Borrower's ten- year power development program and the associated five-year implementation plan and financing plan in respect thereof, for the efficient expansion and development of its power generation and transmission systems. (h) "Power Sector Institutional Strengthening Study" means the study of the institutional structure and commercial systems of the power companies in the Socialist Republic of Viet Nam undertaken pursuant to Japanese Grant Agreement (TF22753) dated May 18, 1995 entered into between the Borrower and the Bank acting as Administrator of grant funds provided by Japan. (i) "Project Agreement" means the agreement between the Association and EVN of even date herewith, as the same may be amended from time to time, and such term includes all schedules Page 3 and agreements supplemental to the Project Agreement. (j) "RAP" means the Resettlement Action Plan dated November 16, 1995, and approved by the Ministry of Industry of the Borrower on December 4, 1995, for carrying out the compensation, resettlement and rehabilitation of each Affected Person under the Project, as such plan may be amended from time to time by agreement between the Borrower and the Association. (k) "Rural Electrification Study" means the study proposed to be carried out by EVN under Part G of the Project with respect to the development of the rural electrification system in Viet Nam. (l) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement. (m) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and EVN pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time , and such term includes all schedules to the Subsidiary Loan Agreement. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Development Credit Agreement, an amount in various currencies equivalent to one hundred twenty one million Special Drawing Rights (SDR 121,000,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Association 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 Credit. (b) The Borrower may, for the purposes of the Project, open and maintain in dollars a special deposit account in a commercial bank on terms and conditions satisfactory to the Association, including appropriate protection against set-off, seizure or attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 3 to this Agreement. Section 2.03. The Closing Date shall be December 31, 1999 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the principal amount of the Credit not withdrawn from time to time at a rate to be set by the Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 of 1%) per annum. (b) The commitment charge shall accrue: (i) from the date sixty days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or cancelled; and (ii) at the rate set as of the June 30 immediately preceding the accrual date and at such other rates as may be set from time to time thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be applied from the next date in that year specified in Section 2.06 of this Agreement. (c) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) Page 4 without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment charges and service charges shall be payable semiannually on June 15 and December 15 in each year. Section 2.07. (a) Subject to paragraphs (b) and (c) below, the Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each June 15 and December 15 commencing June 15, 2006 and ending December 15, 2035. Each installment to and including the installment payable on December 15, 2015 shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount. (b) Whenever (i) the Borrower's gross national product per capita, as determined by the Association, shall have exceeded $790 in constant 1985 dollars for five consecutive years and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, the Association may, subsequent to the review and approval thereof by the Executive Directors of the Association and after due consideration by them of the development of the Borrower's economy, modify the terms of repayment of installments under paragraph (a) above by requiring the Borrower to repay twice the amount of each such installment not yet due until the principal amount of the Credit shall have been repaid. If so requested by the Borrower, the Association may revise such modification to include, in lieu of some or all of the increase in the amounts of such installments, the payment of interest at an annual rate agreed with the Association on the principal amount of the Credit withdrawn and outstanding from time to time, provided that, in the judgment of the Association, such revision shall not change the grant element obtained under the above-mentioned repayment modification. (c) If, at any time after a modification of terms pursuant to paragraph (b) above, the Association determines that the Borrower's economic condition has deteriorated significantly, the Association may, if so requested by the Borrower, further modify the terms of repayment to conform to the schedule of installments as provided in paragraph (a) above. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, shall cause EVN to perform in accordance with the provisions of the Project Agreement all the obligations of EVN therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable EVN to perform such obligations, and Page 5 shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall relend the proceeds of the Credit to EVN under a subsidiary loan agreement to be entered into between the Borrower and EVN, under terms and conditions which shall have been approved by the Association, which shall include: (i) interest at a rate of six and nine tenth of one percent (6.9%) per annum on the principal amount so relent and withdrawn by EVN and outstanding from time to time; and (ii) repayment over a period of twenty (20) years, including a grace period of five (5) years, of the equivalent in dollars at the time of repayment of the respective SDR amounts withdrawn from time to time from the Credit Account. (c) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. Without limitation upon the provisions of Sections 3.01(a) and 6.01 of this Agreement, the Borrower shall: (a) notify, or cause EVN to notify, promptly, the Association of: (i) any proposal to amend, suspend or repeal the Charter; or (ii) any other proposal to change the structure, organization, powers or responsibilities of EVN which may affect its ability to carry out its obligations under the Project Agreement or under the Subsidiary Loan Agreement; and (b) afford the Association, or cause EVN to afford the Association, as the case may be, an adequate opportunity to comment on any such proposal prior to taking any action thereon. Section 3.03. Except as the Association shall otherwise agree, procurement of the goods and consultants' services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 2 to the Project Agreement. Section 3.04. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the Project shall be carried out by EVN pursuant to Section 2.04 of the Project Agreement. ARTICLE IV Financial Covenants Section 4.01. (a) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditures, the Borrower shall: (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association's representatives to Page 6 examine such records. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section and those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than nine months after the end of each such year the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested, including 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; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. ARTICLE V Other Covenants Section 5.01. Without limitation or restriction upon the provisions of Section 3.01 of this Agreement, the Borrower shall: (a) by December 31, 1996, prepare and furnish to the Association, for review and comment, the Borrower's proposed Power Development Program; (b) by December 31 of each succeeding year, prepare and furnish to the Association, for its review and comments: (i) a review of the implementation of the Power Development Program during the preceding twelve months; (ii) its proposed implementation program for the next five years; and (iii) a review of the policy and levels of its electricity tariffs, which review shall include proposed adjustments to said tariffs to generate funds adequate to meet the requirements of the carrying out of the Power Development Program; and (c) carry out the Power Development Program, and implement said proposed adjustments to tariffs, in each case taking into account the Association's comments thereon. Section 5.02. The Borrower shall: (a) promptly upon completion of the Rural Electrification Study, furnish to the Association for its review and comment: (i) the findings of said study and (ii) its proposals for the implementation of said recommendations; and (b) thereafter implement said proposals in a timely manner, taking into account the comments thereon of the Association. Section 5.03. The Borrower shall: (a) provide to the Association, for comment, in each case within 90 days of the completion of each study, its Page 7 proposals for the implementation of the recommendations of (i) the Power Sector Institutional Strengthening Study and (ii) the Legal and Regulatory Framework Study; and (b) thereafter in each case implement said proposals in a timely manner, taking into account the comments thereon of the Association. ARTICLE VI Remedies of the Association Section 6.01. Pursuant to Section 6.02 (h) of the General Conditions, the following additional events are specified: (a) EVN shall have failed to perform any of its obligations under the Project Agreement. (b) As a result of events which have occurred after the date of the Development Credit Agreement, an extraordinary situation shall have arisen which shall make it improbable that EVN will be able to perform its obligations under the Project Agreement. (c) Decree No.14/CP of the Government of the Borrower dated January 27,1995 or the Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of EVN to perform any of its obligations under the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of EVN or for the suspension of its operations. Section 6.02. Pursuant to Section 7.01 (d) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 6.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower; and (b) any event specified in paragraphs (c) and (d) of Section 6.01 of this Agreement shall occur. ARTICLE VII Effective Date; Termination Section 7.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Subsidiary Loan Agreement has been executed on behalf of the Borrower and EVN; (b) the Association shall have received a satisfactory certification of the latest gas reserve level of the Nam Con Son field in the territory of the Borrower showing reserves sufficient to be capable of supplying EVN with gas in amounts required for the operation of the gas turbines to be installed under Part A of the Project at full capacity for a period of at least twenty (20) years; and (c) EVN has entered into contractual arrangements acceptable to the Association for the purchase of gas in amounts sufficient for the operation of the gas turbines to be installed under Part A of the Project at full capacity for a period of at least (5) years. Section 7.02. The following are specified as additional matters, within the meaning of Section 12.02 (b) of the General Page 8 Conditions, to be included in the opinion or opinions to be furnished to the Association : (a) that the Project Agreement has been duly authorized by EVN, and is legally binding upon EVN in accordance with its terms; (b) that the Subsidiary Loan Agreement has been duly authorized by the Borrower and EVN and is legally binding upon the Borrower and EVN in accordance with its terms; and (c) that the RAP has been duly approved by the Ministry of Industry of the Borrower and all necessary actions have been taken to enable the RAP to be implemented in accordance with its terms. Section 7.03. 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 VIII Representative of the Borrower; Addresses Section 8.01. The Governor of the State Bank of Viet Nam of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 8.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: State Bank of Viet Nam 49 Ly Thai To Street Hanoi Socialist Republic of Viet Nam Cable address: Telex: VIETBANK 412248 NHTWVT For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. SOCIALIST REPUBLIC OF VIET NAM Page 9 By /s/ Le Van Bang Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Russell J. Cheetham Regional Vice President East Asia and Pacific SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Goods 108,000,000 100% of foreign expenditures, 100% of local expenditures (ex-factory cost) and 50% of local expenditures for other items procured locally (2) Consultants' 6,000,000 100% services (3) Unallocated 7,000,000 ___________ TOTAL 121,000,000 =========== 2. For the purposes of this Schedule: (a) 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; and (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement except that withdrawals, in an aggregate amount not exceeding the equivalent of SDR 10,000,000, may be made on account of payments made for expenditures before that date but after October 1, 1995. 4. The Association may require withdrawals from the Credit Page 10 Account to be made on the basis of statements of expenditure for expenditures for: (a) consulting services by firms under contracts costing less than $100,000 equivalent each; and (b) consulting services by individuals under contracts costing less than $50,000 equivalent each; in each case under such terms and conditions as the Association shall specify by notice to the Borrower. SCHEDULE 2 Description of the Project The objectives of the Project are: (a) to help meet rapid growth in electricity demand in the southern region of the Borrower's territories through the addition of new gas-fired generating capacity; (b) to increase high voltage transmission capacity; (c) to assist the Borrower in facilitating independent power production on a competitively bid build- operate-transfer basis; (d) to assist in the formulation of a national strategy and master plan for rural electrification; and (e) to strengthen the planning, administrative and management capabilities of EVN. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Association may agree upon from time to time to achieve such objectives: Part A: Increase in Generating Capacity Carrying out design and engineering work for the proposed first phase 300 to 450 megawatt (MW) Phu My-2 Combined Cycle power block (the first phase power block) of the Phu My- 2 Power Station in Ba Ria-Vung Tau Province and installing two 100 to 150 MW gas turbines for the first phase power block. Part B: Increase in Transformation Capacity Increasing high voltage transformation capacity by approximately 900 megavolt-ampere (MVA) , together with associated switching and control facilities, in the southern region of Viet Nam and approximately 1,350 MVA in other areas of Viet Nam. Part C: Resettlement and Rehabilitation Resettlement and rehabilitation of Affected Persons under Part A of the Project. Part D: Hydropower Development Carrying out technical studies for a proposed hydropower project at Dai Ninh. Part E: Development of Phu My-2 Phase 2 Provision of experts to assist in the preparation of arrangements for the development of the proposed second phase Combined Cycle power block of the Phu My-2 Power Station on a build-operate-transfer basis. Part F: Institutional Strengthening Strengthening the organization, management and operations of EVN, through the development and introduction of suitable accounting and financial management systems, the implementation of training programs, and the provision of appropriate computer hardware and software. Part G: Power Sector Policy Framework Development Developing a master plan for rural electrification and implementation program. Page 11 ********** The Project is expected to be completed by June 30, 1999. SCHEDULE 3 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1) and (2) 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 Credit 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 three million dollars ($ 3,000,000) to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule. 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 Association 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 Association 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 Association shall, on behalf of the Borrower, withdraw from the Credit 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 Association requests for deposits into the Special Account at such intervals as the Association shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Association 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 Association shall, on behalf of the Borrower, withdraw from the Credit 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 Association from the Credit Account under the respective eligible Category, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. Page 12 4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Association shall reasonably request, furnish to the Association 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 Association shall not be required to make further deposits into the Special Account: (a) if, at any time, the Association shall have determined that all further withdrawals should be made by the Borrower directly from the Credit 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 Association, 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 Association pursuant to said Section in respect of the audit of the records and accounts for the Special Account; (c) if, at any time, the Association 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 Credit Account pursuant to the provisions of Section 6.02 of the General Conditions; or (d) once the total unwithdrawn amount of the Credit allocated to the eligible Categories, minus the total amount of all outstanding special commitments entered into by the Association pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the Credit allocated to the eligible Categories shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association 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 Association 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 Association, the Borrower shall, promptly upon notice from the Association: (A) provide such additional evidence as the Association may request; or (B) deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Association shall otherwise agree, no further deposit by the Association 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 Association 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 Association, refund to the Association such outstanding amount. (c) The Borrower may, upon notice to the Association, refund to the Association all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Association made pursuant to Page 13 paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Credit Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.