Common use of Remedies of the Bank Clause in Contracts

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement General Education Law or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement Teachers’ Law or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement.; (b) FONCODES shall have failed to perform any obligation under the FONCODES Agreement; (c) an extraordinary situation shall have arisen which shall make it improbable that the Rural Education Program will be carried out; and (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB IDB Loan Agreement shall have failed been amended, suspended, abrogated, repealed or waived so as to become effective by October 12, 2006, or such later date as affect the Bank may agreeProject materially and adversely; provided, however, however that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.; (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB IDB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB IDB Loan Agreement; or (B) the IADB IDB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe IDB Loan Agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has MMA or IBAMA or INCRA or FUNAI shall have failed to comply with perform any of its their respective obligations under the Subsidiary MMA Implementation Agreement., the IBAMA Implementation Agreement, the INCRA Cooperation Agreement, or the FUNAI Cooperation Agreement; (b) Any Participating Agency has MMA shall have assigned, amended, abrogated or failed to comply with any of its obligations under its respective Participation enforce the MMA Implementation Agreement, the IBAMA Implementation Agreement, the INCRA Cooperation Agreement or Coordination Agreement, as the case may be.FUNAI Cooperation Agreement without the Bank’s prior agreement; (c) The Decrees referred Any State or Municipality shall have failed to in perform any of their respective obligations under the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this State Cooperation Agreement or any provision thereof Municipality Cooperation Agreement provided, however, that the suspension of the Recipient’s right to make withdrawals from the GEF Trust Fund Grant Account may be limited by the Bank to withdrawals in respect of Project expenditures incurred or to be incurred by said State or Municipality; (d) the SNUC Law or the Presidential Decree shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower Recipient, MMA or IBAMA, to perform any of its obligations under this Agreement. (d) The Borrower , the MMA Implementation Agreement, the IBAMA Implementation Agreement, the INCRA Cooperation Agreement, or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.FUNAI Cooperation Agreement; (e) The IADB Loan the KFW Grant Agreement or the Brazil Connects Grant Agreement shall have failed to become effective by October 12, 2006a date eighteen months after the Effective Date, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes Recipient or the FRB establish to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower Recipient from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement.; (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower FRB or the Recipient, as the case may be, to withdraw the proceeds of the IADB Loan made to KFW Grant or the Borrower for WWF Grant or the financing of the Project Brazil Connects Grant shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan KFW Grant Agreement or the WWF Grant Agreement or the Brazil Connects Grant Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Recipient or the FRB establish, to the satisfaction of the Bank that: (A) such suspension, cancellation, or termination or prematuring is not caused by the failure of the Borrower Recipient or the FRB, as the case may be, to perform any of its their respective obligations under such agreementagreements; and (B) adequate funds for the Project are available to the Borrower Recipient or the FRB from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement or MMA under the MMA Implementation Agreement; and (g) the Recipient shall have modified its governance structure in such a manner that, in the Bank’s opinion, it jeopardizes its ability to control the Endowment Fund and comply with the Project’s obligations related to the Endowment Fund.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has SW or MS shall have failed to comply with perform any of its respective obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that SW or MS will be able to comply with any of perform its respective obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof SW Statutes shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower SW to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLSW or for the suspension of its operations. (e) The IADB Loan Agreement Additional Grant shall have failed to become effective by October 12June 30, 20061997, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for Part B of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c), (d), (e) and

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has NBP shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that NBP will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Act shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower NBP to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLNBP or for the suspension of its operations. (e) The IADB Loan Agreement Cofinancing Agreements, other than those referred to in Section 6.01 (a) of this Agreement, providing for loans and grants in an aggregate amount equivalent to twenty million dollars ($20,000,000) shall have failed to become effective by October 1231, 20061992, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations obliga-tions of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower and NBP; (b) any event specified in paragraphs (c) or (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 1 of 2001, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006________________________, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; loan or credit agreements providing therefor, as the case may be, or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional events are specified, namely, that any event specified in paragraphs (a), (c), (d), and (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof has been given by the Bank to the Borrower and ECTEL.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified, provided, however, that in respect of any of the events referred to in paragraphs (a), (b), (d) and (e) below, the Bank may, in its opinion, restrict the suspension of disbursements of Loan proceeds in respect to the Part or Parts of the Project, or portion or portions thereof, affected by the event in question: (a) FISDL has FUNDACION shall have failed to comply with perform any of its obligations under the FUNDACION Project Agreement. (b) ESCUELA shall have failed to perform any of its obligations under the Subsidiary Agreement. (bc) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that FUNDACION or ESCUELA will be able to comply with perform any of its their obligations under its respective Participation the FUNDACION Project Agreement or Coordination the Subsidiary Agreement, as the case may berespectively. (cd) The Decrees referred to in FUNDACION Charter or the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement ESCUELA Charter or any provision thereof the Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adverselyaffect, in the opinion of the Bank, materially and adversely the ability of FUNDACION or ESCUELA or the Borrower Fiduciary to perform any of its their obligations under this the FUNDACION Project Agreement or the Subsidiary Agreement or the Fiduciary Agreement, respectively. (de) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLFUNDACION or ESCUELA or for the suspension of any of their operations. (ef) The IADB Loan Agreement An Administration Contract shall have been terminated without the Bank’s consent. (g) the Fiduciary shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and the Fiduciary Agreement. Section 5.02. Pursuant to Section 7.01 (Bh) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.General Conditions, the following additional events are specified: (a) the events specified in paragraphs (a) or (b) or (d) or

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed a change shall have been made in the Housing Intermediary Lending Policies Manual which shall have affected or will affect, materially and adversely, the making or repayment of Housing Credits, or the ability of any Housing Intermediary to comply with any carry out Part A of its obligations under the Subsidiary Agreement.Project; (b) Any Participating Agency has failed to comply with an act shall have been taken, or a resolution shall have been passed for the liquidation, dissolution or disestablish- ment of any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be.Housing Intermediary; (c) The Decrees referred to a change shall have been made in the definitions PFI Lending Policies Manual which shall have affected or will affect, mate- rially and adversely, the making or repayment of FISDL and Program ISE Subloans, or the ability of any PFI to carry out Part C of the Project; (d) an act shall have been taken, or a resolution shall have been passed, for the liquidation, dissolution or disestab- lishment of any PFI; (e) an act shall have been taken, or a resolution shall have been passed for the liquidation, dissolution or disestablish- ment of ANDA; (f) an act shall have been taken, or a resolution shall have been passed, for the liquidation, dissolution or disestab- lishment of ANTEL; (g) any Implementing Agency shall have failed to perform its respective obligations under the relevant Convenio; (h) any Housing Intermediary shall have failed to perform its respective obligations under the relevant HI Participating Agreement; and (i) any PFI shall have failed to perform its respective obligations under the relevant Participating Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General conditions, the following additional events are specified: (a) any event specified in paragraphs (a), (c), (g), (h) or (i) of Section 1.02 (k) and (aa) 5.01 of this Agreement or any provision shall occur and shall con- tinue for a period of 60 days after notice thereof shall have been amended, suspended, abrogated, repealed or waived so as given by the Bank to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement.Borrower; and (b) any event specified in paragraphs (b), (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. ), (e) The IADB Loan or (f) of Section 5.01 of this Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreementoccur. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified, provided, however, that if an event specified in paragraph (b) shall have occurred and be continuing, the suspension of the Borrower’s right to make withdrawals from the Loan Account may be limited by the Bank to withdrawals in respect of Project expenditures related to Financial Intermediary or Financial Intermediaries in question: (a) FISDL has failed to comply with any of its obligations under that the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement Charter or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Regulations shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement.; (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement a Financial Intermediary shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions perform any of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the its obligations of the Borrower under this a Participation Agreement.; (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB IDB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB IDB Loan Agreement; , or (B) the IADB Loan IDB Loans shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.017.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The proceeds of its obligations the financing provided under the Subsidiary Agreement. (b) Any Participating Agency has failed Cofinancing Agreements shall not have become available to comply with any the Borrower pursuant to the schedule of its obligations under its respective Participation Agreement required availability agreed to between the Bank and the Borrower or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion proceeds of the BankAdditional Funds shall not have become available by December 31, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree1990; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project Project, shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement or other instrument providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (c) The Republic shall have failed to provide any of the Local Funds to the Borrower in accordance with the provisions of the Funding Law. (d) The Basic Legislation or any other law of the Guarantor or the Republic pertaining to the operations of the Borrower shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or financial condition of the Borrower or the ability of the Borrower to perform any of its obligations under this Agreement. (e) XXX shall have failed to perform any of its obligations under this Agreement. (f) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that XXX will be able to perform its obligations under this Agreement. (g) The Law or Statutes referred to in Section 1.02 (a) of this Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of XXX to perform any of its obligations under this Agreement. (h) The Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of XXX or for the suspension of its operations. Section 7.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (b) (i) (B) of Section 7.01 of this Agreement shall occur, subject to the proviso of paragraph (b) (ii) of said Section; (b) any of the events specified in paragraph (e) of Section 7.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (c) any of the events specified in paragraphs (d), (g) and (h) of Section 7.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof OG 40/2000 shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement, or the ability of Micro-credit Service Providers to carry out their activities under Part C.2 of the Project. (b) The LRP Operational Manual shall have been amended, suspended, abrogated, repealed or waived without prior approval of the Bank. (c) The Micro-credit Guidelines shall have been amended, suspended, abrogated, repealed or waived without prior approval of the Bank. (d) The Borrower or any other authority having jurisdiction shall have taken any action for DFID Grant Agreement, the dissolution or disestablishment of FISDL. (e) The IADB Loan EU Grant Agreement and the CIDA Grant Agreement shall have failed to become effective by October 12March 31, 20062002, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of the IADB Loan DFID Grant, or the EU Grant, or the CIDA Grant made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan DFID Grant Agreement; or (B) , or the IADB Loan shall have become due and payable prior to EU Grant Agreement, or the agreed maturity thereofCIDA Grant Agreement, respectively. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe DFID Grant Agreement, or the EU Grant Agreement, or the CIDA Grant Agreement, respectively; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof BNDES shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under this Agreement.; (db) The Borrower the State, BADESP or CETESB shall have failed to perform any other of their respective obligations under the Project Agreement; (c) any authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.BNDES, SEMA, BADESP or CETESB; provided, however, that this paragraph shall not apply if any institution so dissolved or disestablished shall have been succeeded by an institution, acceptable to the Bank, which shall have assumed all the obligations and acquired all the rights provided for in this Agreement or in the Project Agreement, or both, as the case may be, in respect of the institution so dissolved or disestablished; (d) a change in any Lei or Decree of the State or Deliberacao referred to or mentioned in paragraph (b) or paragraph (n) of Section 1.02 of this Agreement, or in the By-laws, or in the State Pollution Control Legislation, or in CETESB’s Legislation, or in the Federal Pollution Control Legislation, shall have been made, or the lack of enforcement thereof, or of further pollution control legislation enacted by the Borrower or the State, or of regulations thereof shall have occurred, which shall have affected materially and adversely the carrying out of the Project; (e) The IADB Loan an extraordinary situation shall have arisen which shall make it improbable that the State, BNDES, SEMA (acting as an agent of the Borrower), BADESP or CETESB will be able to perform its obligations under this Agreement or under the Project Agreement, as the case may be; (f) SEMA shall have changed without the consent of the Bank the contractual arrangements referred to in Section 3.05 (b) of this Agreement, or shall have failed to become effective by October 12, 2006, or such later date as the Bank may agreeperform any of its respective obligations thereunder; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction right of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) suspend the right of the Borrower to withdraw make withdrawals from the proceeds of the IADB Loan Account shall be limited to: (A) withdrawals to be made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or paragraph (Ba) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of Section 2.02 of this paragraph Agreement, when the event in question shall not apply if the Borrower establishes have been specified in paragraphs (b) or (c) or (e) of this Section and relates exclusively to the satisfaction of the Bank that: (A) such suspensionState, cancellation, termination BADESP or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementCETESB; and or (B) adequate funds for the Project are available withdrawals to the Borrower from other sources on terms and conditions consistent with the obligations be made pursuant to paragraph (a) (ii) of the Borrower under Section 2.02 of this Agreement, when the event in question shall have been specified in paragraphs (c) or (e) of (f) of this Section and relates exclusively to SEMA.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under that the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement Accreditation Criteria or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Financial Institutions Development Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or the financial condition of the Bank, Participating Financial Intermediaries or their ability to carry out the ability of the Borrower Project or to perform any of its their obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Subsidiary Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.Agreements; (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower Borrower; and (c) the Agreement referred to in Section 3.03 of this Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Borrower, the Participating Financial Intermediaries, MOF, or the PIU to carry out the Project or to perform any of their obligations under this AgreementAgreement or the Subsidiary Loan Agreements. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) that any of the events specified in paragraph (a) or (c) of Section 5.01 of this Agreement shall occur; or (b) that the event specified in subparagraphs (b) (i) of Section 5.01 of this Agreement shall occur, subject to the proviso of sub-paragraph (b) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The Municipal Ordinance of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination AgreementBorrower, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 6.01 (kf) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adverselyto, in the opinion of the Bank, ; affect materially and adversely the ability of the Borrower to perform any of its obligations under this the Loan Agreement. (db) The Borrower or any other authority having jurisdiction Institutional Cooperation Arrangements shall have taken been amended, suspended, abrogated, repealed or waived so as to, in the opinion of the Bank, affect materially and adversely the ability of the Borrower to perform any action for of its obligations under the dissolution or disestablishment of FISDLLoan Agreement. (ec) The IADB IDB Loan Agreement shall have failed to become effective by October 12December 31, 20062004, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (d) The IDB Loan Agreement shall have been amended, suspended, abrogated, repealed or waived so as to, in the opinion of the Bank, affect materially and adversely the ability of the Borrower to perform any of its obligations under the Loan Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB IDB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB IDB Loan Agreement; Agreement providing therefor, or (B) the IADB IDB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has NAR shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that NAR will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof NAR Decision shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower NAR to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment disestablish ment of FISDLNAR or for the suspension of its operations. (e) The IADB Loan PHARE Grant Agreement shall have failed to become effective by October 12December 31, 20061998, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB EBRD Loan Agreement; , EIB Loan Agreement, or PHARE Grant Agreement, providing therefor, or (B) the IADB EBRD Loan or the EIB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; (b) the events specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has Any Participating Utility shall have failed to comply with perform any of its respective obligations under the Subsidiary Project Agreement. (b) Any As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that any Participating Agency has failed Utility will be able to comply with any of perform its respective obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Basic Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower any Participating Utility to perform any of its respective obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLany Participating Utility or for the suspension of its operations. (e) The IADB proceeds of the financing provided under the Cofinanciers’ Loan Agreement Agreements shall not have failed become available to become effective the Borrower for Part A of the Project by October 12July 1, 2006, or such later date as the Bank may agree1997; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for Part A of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of Part A of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for Part A of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The Borrower’s Legislation or the Statement of its obligations under Policy or the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Credit Policy Guidelines shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12June 30, 20061990, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan Cofinance or of any other grant or loan made to or for the benefit of the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof LRL shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under this the Project Agreement. (b) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that the LRL will be able to perform its obligations under the Project Agreement. (c) National Solid Waste Management Strategy shall have been amended so as to affect materially and adversely the ability of LRL 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 FISDL. (e) The IADB Loan Agreement EU Financing Memorandum shall have failed to become effective by October 12November 1, 20062000, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.and

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p6.02(p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction An event shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement occurred which shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, make it improbable that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementProgram or a significant part thereof will be carried out. (i) Subject to subparagraph clause (ii) of this paragraph: paragraph (c): (A) the right of the Borrower to withdraw the proceeds of the IADB NDF Loan made to the Borrower for the financing of Parts A(2), B(1) and B(3) of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB NDF Loan AgreementAgreement providing therefor; or or (B) the IADB NDF Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Clause (i) of this paragraph (c) shall not apply if the Borrower or the Guarantor, as the case may be, establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe NDF Loan Agreement; and (B) adequate funds for Parts A(2), B(1) and B(3) of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this the Loan Agreement. Section 5.02. Pursuant to Section 7.01(k) of the General Conditions, the following additional events are specified: (a) The event specified in paragraphs (a) and (b) of Section 5.01 of this Agreement shall occur. (b) The event specified in paragraph (c)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso in paragraph (c)(ii) of that Section.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed The Treaty shall have been amended, suspended, abrogated, repealed or waived so as to comply with make it improbable that the Project can be carried out or to affect materially and adversely the ability of the Borrower to perform any of its obligations under the Subsidiary this Agreement. (b) Any Participating Agency has failed to comply with The First Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the Borrower or for the suspension of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may beoperations. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof LHDA Order shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower Second Guarantor shall have failed to make payment of principal or interest or any other authority having jurisdiction shall have taken any action for charges due when payable under the dissolution or disestablishment of FISDLSecond Guarantee Agreement. (e) The IADB Loan Mohale Dam Financing Agreement shall have failed to become effective by October 12December 31, 20061998, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: : (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any credit or loan made to the Borrower for the financing of Part A of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or Agreement concerned, or (B) the IADB Loan such credit or loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: that (A) such suspension, cancellation, termination or prematuring is was not caused by the failure of the Borrower to perform any of its obligations under such agreement; , and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 6.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional event is specified, namely, that any event specified in paragraphs (a), (b), (c), (d), (e) and (f) of Section 6.01 of this Agreement shall occur and with respect to the event specified in Section 6.01 (d) shall continue for a period of thirty days.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p6.02(p) of the General Conditions, the following additional events are specified, namely, that: (a) FISDL has the Participating Municipalities and/or Participating Counties shall have failed to comply with perform any of their obligations under the Subproject Implementation Agreement and Subproject Grant Agreement; (b) the HUDF shall have failed to perform any of its obligations under the Subsidiary Implementation Agreement and/or Subproject Grant Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be.; (c) as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that the Participating Municipalities and/or Participating Counties or HUDF will be able to perform their obligations under their respective Agreements; (d) The Decrees referred to in legislation of the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower setting up the municipalities and/or counties shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower Participating Municipalities and/or Participating Counties to perform any of its their obligations under this the Subproject Implementation Agreement and or Subproject Grant Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.; (e) The IADB Loan MES/Helsinki University Agreement shall have failed to become effective by October 12August 1, 20062002, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower MES establishes to the satisfaction of the Bank that adequate funds similar technical assistance for the Project are is available to the Borrower MES from other sources on terms and conditions consistent with the obligations of the Borrower MES under this Agreement. (f) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower MES to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project receive technical assistance shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; MES/University of Helsinki Agreement or, (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has BDMG shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that BDMG will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in BDMG Law or the definitions BDMG Charter or the Statement of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Policy shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or financial condition of BDMG or its ability to carry out Part A of the Bank, the ability of the Borrower Project or to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment disestablishment, or for the suspension of FISDLoperations, of BDMG or a Participating Bank. (e) The IADB Loan That 45 days shall have elapsed from the date the Bank notifies the Borrower and BDMG of its disagreement to the onlending terms proposed by the Borrower and BDMG during the review referred to in paragraph 2 of Schedule 1 to the Project Agreement and no subsequent agreement has been reached on on-lending such terms. (f) A Participating Bank shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; a Participation Agreement provided, however, that if this event shall have occurred and (B) adequate funds for be continuing, the Project are available suspension of the Borrower’s right to make withdrawals from the Loan Account may be limited to the Borrower from other sources on terms amounts relent to the Participating Bank concerned by such event. (g) The Regulation has been amended, or applied in a way that, in the Bank’s reasonable opinion, it shall have failed to meet its objectives. (h) The BDMG criteria have been amended to an extent that, in the Bank’s reasonable opinion, they shall have failed to provide an adequate basis for evaluating Investment Projects. (i) The Borrower’s Resolution No. 4279/87 as amended by Resolution No. 4377 of October 2, 1987 shall have been revoked, annulled or repealed and conditions consistent with the obligations of the Borrower under this Agreementshall have not been substituted by another valid and enforceable instrument providing for such authorization.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has The Borrower shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement or the GEF Grant Agreement.; (b) Any Participating Agency has failed 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 the Borrower will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be.; (c) The Decrees referred Policy Statement as revised pursuant to in the definitions of FISDL and Program in Section 1.02 6.01 (k) and (aac) of this the Development Credit Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial conditions of the Borrower or its ability to carry out the Project; (d) The Memorandum and Articles of the Association shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or the financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.; (e) The IADB Loan agreement referred to in Section 6.01 of this Agreement shall have been amended, suspended, abrogated, repealed or waived without the prior approval of the Bank, or the Borrower or the Guarantor shall have failed to become effective by October 12, 2006, enforce or implement any provision of such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.agreement; (f) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower or Guarantor to withdraw the proceeds of the IADB Loan GEF Grant or the Credit made to the Borrower or Guarantor, as the case may be, for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in partpart by the Bank or the Association, as the case may be, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has WAJ shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement A situation shall have arisen which shall make it improbable that the Program or Coordination Agreement, as the case may bea significant part thereof will be carried out. (c) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that WAJ will be able to perform its obligations under the Project Agreement. (d) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Statutes shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or financial condition of WAJ or its ability to carry out the Bank, Project or the ability of the Borrower WAJ to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12December 31, 20061999, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing any of the Project loans or grants included in the Cofinancing shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) any of the IADB Loan loans, included in the Cofinancing, shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement; Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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. (b) the event specified in paragraph (d) of Section 5.01 of this Agreement shall occur. (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f) (ii) of that Section.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (p) The Additional Events of Suspension consist of the General Conditions, the following additional events are specifiedfollowing: (a) FISDL The Republic of Türkiye has taken or permitted to be taken any action that, in the opinion of the Bank, would materially and adversely prevent: (i) the performance by the Borrower or Maxis of their respective obligations under this Agreement, the Collaboration Agreement, the Project Agreement, and the Investors Agreement; (ii) the ability of the Türkiye Green Fund (“TGF”) to legally operate; or (iii) the achievement of the objectives of the Project (specified in Schedule 1 to this Agreement); (b) The Borrower has taken or permitted to be taken any action (or failed to comply with take any action), which, in the opinion of the Bank, materially and adversely affects its ability, or the ability of Maxis, to perform any of its obligations under arising from or pursuant to the Subsidiary Collaboration Agreement., the Project Agreement, and/or the Investors Agreement, or in the achievement of the objectives of the Project; provided however that the provision of this paragraph shall not apply if the Borrower demonstrates, to the satisfaction of the Bank and within a reasonable period as determined by the Bank, that the Borrower has taken timely and appropriate action to address such failure; (bc) Any Participating Agency Maxis has taken or permitted to be taken any action (or failed to comply with take any action), which, in the opinion of the Bank, materially and adversely affects its obligations under its respective Participation Agreement ability (or Coordination Agreementthe ability of the TGF, as the case may be.) to perform any of its (or the TGF’s) obligations arising from or pursuant to the Collaboration Agreement, the Project Agreement, the Investors Agreement, and/or the Investment Agreements, or in the achievement of the objectives of the Project; provided however that the provision of this paragraph shall not apply if the Borrower demonstrates, to the satisfaction of the Bank and within a reasonable period as determined by the Bank, that Maxis, as the General Partner and Fund Manager of the TGF, has taken timely and appropriate action to address such failure; (cd) The Decrees referred to in Any of the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Regulatory Instruments shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion carrying out the Project or the achievement of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.objectives thereof; (e) The IADB Loan Investors Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the carrying out the Project or the achievement of the objectives thereof; (f) Any of the parties to the Investment Agreements have failed to become effective perform any obligation thereunder, and such failure, as reasonably determined by October 12the Bank, 2006materially and adversely affects, or such later date as is likely to materially and adversely affect, the Bank may agreeimplementation of the Project or the achievement of its objectives, including, but not limited to, the implementation of the Project in a manner materially consistent with the Environmental and Social Standards (“ESSs”); provided, however, that the provisions provision of this paragraph shall not apply if the Borrower establishes demonstrates, to the satisfaction of the Bank and within a reasonable period as determined by the Bank, that adequate funds for the Project are available Fund Parties have taken timely and appropriate action satisfactory to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.Bank to address such failure; (ig) Subject The Bank has declared Maxis ineligible to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the receive proceeds of any financing made by IBRD or XXX, or otherwise to participate in the IADB Loan made to the Borrower for the financing preparation or implementation of the Project shall have been suspended, canceled or terminated any project financed in whole or in partpart by IBRD or XXX (including as administrator of funds provided by another financier), pursuant to as a result of: (i) a determination by IBRD or XXX that Maxis has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the terms use of the IADB Loan Agreementproceeds of any financing made by IBRD or XXX; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. and/or (ii) Subparagraph a declaration by another financier, considered to be reasonable by the Bank, that Maxis is ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that Maxis has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier; and (ih) The Bank has determined after the Effective Date referred to in Section 5.02 of this Agreement that prior to such date but after the date of this Agreement, an event has occurred that would have entitled the Bank to suspend the Borrower’s right to make withdrawals from the Loan Account if this Agreement had been effective on the date such event occurred; provided however that the provision of this paragraph shall not apply if the Borrower establishes demonstrates, to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused and within a reasonable period as determined by the failure Bank, that the matter can be remedied in an appropriate manner. 4.02. The Additional Event of Acceleration consists of the Borrower to perform following: any event specified in Section 4.01 of its obligations under such agreement; this Agreement occurs and is continuing for a period of sixty (B60) adequate funds for days after written notice of the Project are available Additional Event of Suspension has been given by the Bank to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementBorrower.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has Kievenergo shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that Kievenergo will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions Statutes of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Kievenergo shall have been amended, suspended, abrogated, repealed or waived waived, except as otherwise agreed with the Bank, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower Kievenergo to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment disestablish ment of FISDLKievenergo or for the suspension of its operations. (e) The IADB EBRD Loan Agreement shall have failed to become effective by October 12September 1, 20062000, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for Parts B, C.3 and C.5 of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB EBRD Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB EBRD Loan Agreement; , or (B) the IADB EBRD Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for Parts B, C.3 and C.5 of the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; (b) any event specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) any event specified in paragraphs (e) or (f)(i) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has The City of Riga or DMEU or the City of Daugavpils shall have failed to comply with perform any of its their respective obligations under the Subsidiary respective Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that the City of Riga or DMEU or the City of Daugavpils will be able to comply with any of its perform their respective obligations under its the respective Participation Agreement or Coordination Agreement, as the case may beProject Agreements. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof DMEU Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower DMEU to perform any of its obligations under this the DMEU Project Agreement. (d) The MDF Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations, organizational structure or the financial condition of the MDF or its ability to carry out Part C of the Project. (e) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006DMEU or MDF or for the suspension of their respective operations, or such later date as for the Bank may agree; provided, however, that change in the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction administrative subordination of the Bank that adequate funds for City of Riga or the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations City of the Borrower under this AgreementDaugavpils. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower or DMEU to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower or DMEU for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower or DMEU to perform any of its their obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower or DMEU from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; (b) any event specified in paragraph (c) or paragraph (d) or paragraph (e) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this agreement shall occur, subject to the proviso of paragraph (f)(ii) of that Section.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (p) The Additional Events of Suspension consist of the General Conditions, the following additional events are specifiedfollowing: (a) FISDL has AySA shall have failed to comply with any of its obligations under the Subsidiary AySA Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof ACUMAR Resolution shall have been amended, suspended, abrogated, repealed repealed, waived or waived not enforced, in such a manner so as affect materially and adversely, in the opinion of the Bank, the ability of ACUMAR to participate in the carrying out of the Project, as the terms of said participation are described in said resolution. (c) The Borrower shall have failed to honor any of its commitments set forth in the Program. (d) The Borrower and/or AySA shall have failed to comply with any of their pertinent obligations under the AySA Concession Contract, in such a manner so as to affect materially and adversely, in the opinion of the Bank, the ability of AySA to: (i) carry out the Borrower to perform any works under Part 1 of its obligations under this Agreement. the Project; and (dii) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment operate and maintain each of FISDLsaid works with due diligence and efficiency. (e) The IADB Loan Agreement AySA Concession Contract or any provision thereof shall have failed to become effective by October 12been amended, 2006suspended, or abrogated, repealed, waived and/or terminated, in such later date a manner so as affect materially and adversely, in the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction opinion of the Bank that adequate funds for Bank, the Project are available to ability of AySA to: (i) carry out the Borrower from other sources on terms and conditions consistent with the obligations works under Part 1 of the Borrower under this AgreementProject; and (ii) operate and maintain each of said works with due diligence and efficiency. (f) The Regulatory Framework or any provision thereof shall have been amended, suspended, abrogated, repealed, waived or not enforced, in such a manner so as affect materially and adversely, in the opinion of the Bank, the ability of AySA to: (i) Subject to subparagraph carry out the works under Part 1 of the Project; and (ii) operate and maintain each of said works with due diligence and efficiency. 4.02. The Additional Events of Acceleration consist of the following: Any event specified in paragraphs (a) or (c) or (d) or (e) of Section 4.01 of this paragraph: (A) the right Agreement occurs and is continuing for a period of 60 days after notice of the Borrower to withdraw event has been given by the proceeds of the IADB Loan made Bank to the Borrower for the financing of the Project shall have been suspended, canceled Borrower. Any event specified in paragraph (b) or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (Bf) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) Section 4.01 of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementAgreement occurs.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under The General Sanitation Services Law or the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement Municipal Organic Law or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan CIDA Grant Agreement shall have failed to become effective by October 12not later than January 31, 2006, 2003 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) paragraph the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project CIDA Grant shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan CIDA Grant Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof.and (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe CIDA Grant Agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional event is specified, namely, that the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 1 of 2001, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; loan or credit agreements providing therefor, as the case may be, or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional events are specified, namely, that any event specified in paragraphs (a), (c), (d), and (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof has been given by the Bank to the Borrower and ECTEL.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has AFC have failed to comply with perform any of its obligations under the Subsidiary AFC Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that AFC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof AFC Act shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower AFC to perform any of its obligations under this the AFC Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, AFC or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations suspension of the Borrower under this Agreementits operations. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated termi- nated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; (b) the events specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (d) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has NRA, RAR or SNCFR shall have failed to comply with perform any of its obligations under the Subsidiary NRA Project Agreement, RAR Project Agreement or SNCFR Project Agreement, respectively. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that NRA, RAR or SNCFR will be able to comply with any of perform its obligations under its respective Participation the NRA Project Agreement, RAR Project Agreement or Coordination SNCFR Project Agreement, as the case may berespectively. (c) The Decrees referred to in NRA Law, the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement RAR Law or any provision thereof the SNCFR Law shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower NRA, RAR or SNCFR to perform any of its obligations under this its respective Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLNRA, RAR or SNCFR or for the suspension of its operations. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations EIB shall have suspended disbursements under the Subsidiary AgreementCameroon EIB Loan, and such suspension shall be continuing. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement EIB shall have cancelled the Cameroon EIB Loan or Coordination Agreementdeclared due and payable the principal, as interest and other charges on the case may beCameroon EIB Loan. (c) The Decrees referred to in Borrower’s Law No. 96/14 dated August 5, 1996, governing the definitions transportation by pipeline of FISDL hydrocarbons originating from other countries and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof the Borrower’s Decree No. 97/116 dated July 7, 1997 implementing Law No. 96/14 shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely affect the opinion implementation of the BankProject. (d) The Borrower’s Law No. 97/016 dated August 7, 1997, approving the ability draft Convention of Establishment between the Borrower and COTCO shall have been amended, suspended, abrogated, repealed or waived as to materially and adversely affect the implementation of the Borrower Project. (e) Notwithstanding the provisions of Section 6.03 of the COTCO Project Agreement, COTCO shall have failed to perform any of its obligations under the COTCO Project Agreement (other than obligations referred to in Section 5.01 (aa) of this Agreement), and such default shall not have been remedied within 30 days of notice given to COTCO by the Bank or waived by the Bank. (f) As a result of events which have occurred after the date of this Agreement, and not withstanding the provisions of Section 6.03 of the COTCO Project Agreement, an extraordinary situation shall have arisen which shall make it improbable that COTCO will be able to perform its obligations under the COTCO Project Agreement. (dg) The Borrower or any other authority having jurisdiction COTCO Statutes shall have taken been amended, suspended or waived so as to affect materially and adversely the ability of COTCO to perform any action for of its obligations under the dissolution or disestablishment of FISDLCOTCO Project Agreement. (eh) Notwithstanding the provisions of Section 6.03 of the TOTCO Project Agreement, TOTCO shall have failed to perform any of its obligations under the TOTCO Project Agreement (other than obligations referred to in Section 5.01 (aa) of this Agreement), and such default shall not have been remedied within 30 days of notice given to TOTCO by the Bank or waived by the Bank. (i) As a result of events which have occurred after the date of the Xxxx Loan Agreement, and notwithstanding the provisions of Section 6.03 of the TOTCO Project Agreement, an extraordinary situation shall have arisen which shall make it improbable that TOTCO will be able to perform its obligations under the TOTCO Project Agreement. (j) The IADB TOTCO Statutes shall have been amended, suspended or waived so as to affect materially and adversely the ability of TOTCO to perform any of its obligations under the TOTCO Project Agreement. (k) The Senior Loan Agreement Agreements shall have failed to become effective by October 12June 30, 20062001, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes Borrower, COTCO, TOTCO and the Upstream Consortium establish to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower COTCO and TOTCO from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (il) Subject to subparagraph Any of the Senior Lenders (iior a trustee or agent on their behalf) shall have suspended drawdowns of this paragraph:any of the Senior Loan Agreements, and such suspension shall be continuing. (Am) the right Any of the Borrower Senior Lenders (or a trustee or agent on their behalf) shall have declared due and payable, prior to withdraw the proceeds scheduled due date thereof, all the principal, interest and other charges under any of the IADB Senior Loan made to the Borrower for the financing Agreements. (n) Any of the Core Project Documents shall have been amended, suspended, canceled abrogated, repealed or terminated in whole waived (except for the provisions of the Direct Agreements with the Republics and other loan and security documents entered into with the Senior Lenders (or in part, a trustee or agent on their behalf) pursuant to which the terms Borrower or other counterparty may be required not to exercise or may be required to cease to exercise remedies against a counterparty during a certain period of time in order for such counterparty to cure or contest the event or circumstance giving rise to such remedy or for the Senior Lenders (or their representatives) to exercise their security or substitution rights), as the case may be, so as to affect materially and adversely the ability of the IADB Loan Borrower, TOTCO and COTCO to perform any of their obligations under this Agreement; or (B) , the IADB Loan shall have become due and payable prior to TOTCO Project Agreement, or the agreed maturity thereofCOTCO Project Agreement, respectively. (iio) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Any party to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower Core Project Documents shall have failed to perform any of its obligations under any of the Core Project Documents (other than the Cameroon EIB Finance Contract) and such agreement; default shall have had a Material Adverse Effect. (p) Notwithstanding the provisions of Section 6.03 of the CHEVRON XXXX Project Agreement, the ESSO XXXX Project Agreement and the PETRONAS XXXX Project Agreement, CHEVRON XXXX, ESSO XXXX or PETRONAS XXXX or any Affiliate shall have failed to perform any of its obligations under the CHEVRON XXXX Project Agreement, the ESSO XXXX Project Agreement, the PETRONAS XXXX Project Agreement, the Pre-completion Guarantee Agreements or the Lock-in Covenant Agreements, respectively, (Bother than obligations referred to in Section 5.01 (aa) adequate funds of this Agreement), and such default shall not have been remedied or waived by the Bank within 30 days notice given by the Bank to CHEVRON XXXX, ESSO XXXX, PETRONAS XXXX or any Affiliate, as the case may be. (q) CHEVRON XXXX, ESSO XXXX or PETRONAS XXXX or any Affiliate shall have failed to perform any of its obligations under any agreements to be entered by any of them in relation to the Project, including any of the Core Project Documents, so as to materially and adversely affect the ability of any party to the Bank Project Documents to perform any of its obligations thereunder. (r) The ATP shall have been amended, suspended, abrogated, repealed or waived (except for the Project are available provisions of the Direct Agreements with the Republics and other loan and security documents entered into with the Senior Lenders (or a trustee or agent on their behalf) pursuant to which the Borrower may be required not to exercise or may be required to cease to exercise remedies against a counterparty during a certain period of time in order for such counterparty to cure or contest the event or circumstance giving rise to such remedy or for the Senior Lenders (or their representatives) to exercise their security or substitution rights), so as to materially and adversely affect the implementation of the Project. (s) The right of Xxxx to make withdrawals under the Xxxx Loan shall have been suspended in whole or in part by the Bank on the basis of an event or events which affect materially and adversely the implementation of the Project, and such suspension shall be continuing. (t) The Bank shall have declared due and payable, prior to the scheduled due date thereof, all the principal, interest and other charges on the Xxxx Loan. (u) Xxxx Order No. 7/PC-XX-XX dated February 3, 1962, governing the exploration into, exploitation and transportation by pipeline of hydrocarbons and the tax system governing such activities within the territory of Xxxx and Xxxx Xxxxxx dated May 10, 1967 implementing Order No. 7/PC-XX-XX shall have been amended, suspended, abrogated, repealed or waived so as to materially and adversely affect the implementation of the Project. (v) Xxxx Law No. 015/PR/98 dated August 17, 1998, approving the draft Convention of Establishment between Xxxx and TOTCO shall have been amended, suspended, abrogated, repealed or waived so as to materially and adversely affect the implementation of the Project. (w) The Borrower from other sources on shall have failed to grant the necessary authorizations and permits for the establishment of the Environmental Foundation. (x) The Borrower shall have failed to implement its obligations under the Cameroon Compensation Plan and the Indigenous Peoples Plan as described in the EMP. (y) The Environmental Foundation shall not have been established according to the terms and conditions of the EMP. (z) The Indigenous Peoples Plan shall not have been implemented consistent with defined milestones and benchmarks as described in the obligations EMP. (aa) The Borrower, Xxxx, COTCO, TOTCO or any member of the Borrower under Upstream Consortium shall have failed to comply with any of their respective obligations as set forth in the EMP, or any of their environmental obligations as set forth in this Agreement, the Xxxx Loan Agreement, the COTCO Project Agreement, the TOTCO Project Agreement, the CHEVRON XXXX Project Agreement, the ESSO XXXX Project Agreement and the PETRONAS XXXX Project Agreement, and: (i) the Bank notifies the Borrower, Xxxx, COTCO, TOTCO and the Upstream Consortium that it considers such non-compliance to have had a material and adverse effect on the Level of Protection Afforded by the EMP; or (ii) in the case of any other non-compliance which, where capable of remedy, it continues unremedied for a period of forty-five (45) days from the date on which the Bank notifies the Borrower, Xxxx, COTCO, TOTCO and the Upstream Consortium of the non-compliance. (bb) The Technical Project Implementation Documents shall have been amended, suspended, abrogated, repealed or waived (except for the provisions of the Direct Agreements with the Republics and other loan and security documents entered into with the Senior Lenders (or a trustee or agent on their behalf) pursuant to which the Borrower or other counterparty may be required not to exercise or may be required to cease to exercise remedies against a counterparty during a certain period of time in order for such counterparty to cure or contest the event or circumstance giving rise to such remedy or for the Senior Lenders (or their representatives) to exercise their security or substitution rights), so as to materially and adversely affect the implementation of the Project unless arrangements have been made in substitution thereof to ensure a sound and effective implementation of the Project in accordance with the Core Documents and the Bank Project Documents and the Bank shall have been provided with evidence to that effect satisfactory to it.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 27 of 2000, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; loan or credit agreements providing therefor, as the case may be, or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 2 of 2000 (amended 2001), so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006___________________________, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementloan or credit agreements providing therefor, as the case may be; or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional events are specified, namely, that any event specified in paragraphs (a), (c), (d), and (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof has been given by the Bank to the Borrower and ECTEL.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as Governmental Decree on the case may be. (c) The Decrees Migration Assistance Program referred to in the definitions of FISDL and Program in Section 1.02 6.01 (k) and (aac) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adverselyadversely the ability of the Borrower or of the Participating Localities or Regional Project Participants to perform any of their obligations under this Agreement; (b) any Local Restructuring Plan shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Participating Locality or Regional Project Participant to perform its obligations under the Implementation Agreement or to achieve the objectives of the Project; (c) the Borrower shall have failed to implement any of the substantive undertakings set forth in the opinion of Policy Letter or shall have taken any actions which shall make it improbable that the Bankprogram set forth in the Policy Letter, or a significant part thereof, will be carried out; (d) the Operational Manual or the Instructions to the Participating Localities shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower , or of any other authority having jurisdiction shall have taken any action for Participating Locality or Regional Project Participant to perform its obligations under the dissolution Implementation Agreement or disestablishment to achieve the objectives of FISDL.the Project; (e) The IADB Loan Agreement FER shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe Agency Agreement; (f) any Participating Locality or Regional Project Participant shall have failed to perform any of its obligations under its respective Implementation Agreement; and (g) the Agency Agreement or any of the Implementation Agreements shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and (B) adequate funds for adversely the ability of the FER or of any Participating Locality or Regional Project Participant, respectively, to carry out their obligations under the Project are available to the Borrower from other sources on terms and conditions consistent in accordance with the obligations provisions of the Borrower under this Agreement.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has Banco Central shall have failed to comply with perform any of its obligations under the Subsidiary BCH Project Agreement.; (b) Any Participating Agency has FACACH shall have failed to comply with perform any of its obligations under its the FACACH Project Agreement; (c) as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that Banco Central or FACACH will be able to perform their respective Participation obligations under the BCH Project Agreement or Coordination the FACACH Project Agreement, as the case may be.; (d) the credit regulations issued pursuant to paragraph (c) The Decrees referred of Section 5.01 shall have been amended or revoked or abrogated so as to in become inconsistent with any of the definitions of FISDL and Program in Section 1.02 (k) and (aa) provisions of this Agreement or the BCH Project Agreement or the FACACH Project Agreement or to affect adversely and materially the carrying out of the Project; (e) the highest interest rate allowed at any provision thereof point in time by Banco Central shall have been amendedset at a level that will interfere with the interest rate adjustments referred to in Section II, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. paragraph 14 (d) The of Schedule 2 to the BCH Project Agreement, Section 3.01 of this Loan Agreement, and Section I, paragraph 2 (c) of Schedule 2 to the FACACH Project Agreement, and in respect of, respectively, any sub-Loan, or the FACACH Subsidiary Loan or a Project Administration Loan; (f) the Borrower or any other authority having jurisdiction shall have taken taken: (i) any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12dissolution, 2006disestablishment, or such later date as suspension of operations of Banco Central or FACACH or any Financial Intermediary; or (ii) any other action which may adversely affect the Bank may agreeability of Banco Central or FACACH or any Financial Intermediary to carry out their respective covenants, agreements and obligations set forth in any Project Administration Contract entered into for purposes of the Project; provided, however, that the provisions of if any event referred to in this paragraph Section shall not apply if the Borrower establishes have occurred only in respect to the satisfaction of FACACH or to any Financial Intermediary, the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) may at its option suspend the right of the Borrower to withdraw make withdrawals from the proceeds Loan Account only in respect of amounts relent or proposed to be relent to the Financial Intermediary or Intermediaries affected by any such event; and (g) in respect of the IADB Loan made gradual adjustment of the rates referred to in Section 3.05 of this Agreement and to be put in effect after January 1, 1989, the Banco Central and the Bank shall not have reached agreement on the level of such adjustments. Section 4.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraphs (a) or (b) or (d) or paragraph (f)(ii) of Section 4.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower for and Banco Central, and to FACACH also, only in the financing case of the Project shall have been suspended, canceled or terminated any event specified in whole or in part, pursuant to the terms of the IADB Loan Agreement; or paragraph (Bf)(i) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph of such Section; and (ib) any event specified in paragraph (f)(i) of Section 4.01 of this paragraph Agreement shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreementoccur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any that the Draft-Law for the Promotion of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination AgreementHydro-electric Sub-sector, as the case may be. (c) The Decrees referred to in the definitions of FISDL once legislatively approved and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof thus converted into law, shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adverselyto, in the opinion of the Bank, affect materially and adversely the ability of the Borrower Electricity Providers to perform any carry out Subprojects by, for example, constraining the right of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed Electricity Providers to become effective by October 12, 2006, or such later date as the Bank may agreeuse water to generate electricity; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.and (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Recipient to withdraw the proceeds of the IADB Loan Development Credit made to the Borrower Recipient for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan AgreementDevelopment Credit Agreement providing therefor; or (B) the IADB Loan such Development Credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower Recipient establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower Recipient to perform any of its obligations under any of such agreement; and and (B) adequate funds for the Project are available to the Borrower Recipient from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement; (c) the Recipient shall have failed to perform any of its obligations under the Development Credit Agreement; and (d) as a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that the Recipient will be able to perform its obligations under the Development Credit Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has TELKOM shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that TELKOM will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in Either the definitions Articles of FISDL and Program in Section 1.02 (k) and (aa) Association of this Agreement TELKOM or any provision thereof the Government Regulation No. 25 of 1991 shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower TELKOM to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLTELKOM or for the suspension of its operations. (e) The IADB Loan Agreement TELKOM shall have failed become unable to become effective pay its debts as they mature or any action or proceeding shall have been taken by October 12, 2006, TELKOM or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction by others whereby any of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations property of the Borrower under this AgreementTELKOM shall or may be distributed amongst its creditors. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower or TELKOM to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower or TELKOM to perform any of its respective obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.and

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has A Generation Company or NDC shall have failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with perform any of its obligations under its respective Participation Agreement or Coordination Project Agreement. (b) As a result of events which have occurred after the date of the Loan Agreement, as the case may bean extraordinary situation shall have arisen which shall make it improbable that a Generation Company or NDC will be able to perform its obligations under its respective Project Agreement. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement Operational Plan for any Generation Company or NDC or any provision thereof legislation applicable to the establishment or operations of any Generation Company or NDC shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower any Generation Company or NDC to perform any of its obligations under this its respective Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLany Generation Company or NDC or for the suspension of its operations. (e) The IADB Borrower shall have taken any action to prevent: (i) NDC, any Generation Company or any Oblenergo from complying with its obli- gations under the EMA; or (ii) any Oblenergo from complying with its obligations under a Collection Agreement. (f) The Borrower or any authority having jurisdiction shall have taken any action (i) for the dissolution of the Energomarket or (ii) that would affect materially and adversely the operation of the Energomarket. (g) The Dutch Grant Agreement, the US Grant Agreement, the UK Grant Agreement or the EBRD Loan Agreement shall have failed to become effective by October 12January 1, 20061997, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of any grant or the IADB EBRD Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of thereof, or the IADB Loan Agreement; or (B) the IADB EBRD Loan shall have become due and payable prior to the agreed maturity thereof. ; (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Condi- tions, the following additional events are specified: (a) the event specified in paragraphs (a) or (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c), (d), (f) (g) or (h) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (h)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has Any Participating Country shall have failed to comply with any of its obligations under the Subsidiary corresponding Participation Agreement. (b) Any Participating Coordinating Agency has shall have failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may becorresponding MOU. (c) The Decrees referred to in As a result of events which have occurred after the definitions of FISDL and Program in Section 1.02 (k) and (aa) date of this Agreement or any provision thereof Agreement, an extraordinary situation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower arisen which shall make it improbable that any Participating Country and/or any Coordinating Agency will be able to perform any of its their obligations under this Agreementthe corresponding Participation Agreement and/or MOU, respectively. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan NOAA Grant Agreement shall have failed to become effective by October 12June 30, 20062003, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower Recipient establishes to the satisfaction of the Bank that adequate in-kind contribution or funds for Parts A.1 (a), A.2 (a) (ii), A.2 (a) (iii), A.3 (a), A.5 (b), A.6 (a) and B.4 of the Project are available to the Borrower Recipient from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower Recipient to withdraw the proceeds of the IADB Loan made to NOAA Grant and/or the Borrower for the financing of the Project CIDA Grant shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereofcorresponding agreement providing therefor. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower Recipient establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower Recipient to perform any of its obligations under any of such agreementagreements; and and (B) adequate funds for the Project are available to the Borrower Recipient from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with Any part of the Telecommunications Sector Development Program shall not have been carried out or a situation shall have arisen which renders improbable the carrying out of any part of its obligations under the Subsidiary AgreementTelecommunications Sector Development Program. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Basic Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to carry out the Project or to perform any of its other obligations under this Agreement. (dc) The Guarantor or the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to perform any of its respective obligations under the ONPT Performance Contract. (d) The proceeds of the financing provided under the Cofinanciers’ Financing Agreements shall not have become effective by October 12, 2006, or such later date as available to the Borrower pursuant to the schedule of required availability agreed to between the Bank may agreeand the Borrower; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan, credit or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementthereof; or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (b) of Section 5.01 of this Agreement shall occur; (b) any event specified in paragraph (c) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (c) the event specified in paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (e) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p6.02(p) of the General Conditions, the following additional events are specified: (a) FISDL has TCIP shall have failed to comply with perform any of its obligations under the Subsidiary Loan Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that TCIP will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Subsidiary Loan Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLTCIP or for the suspension of its operations. (ed) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the Any provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project Charter shall have been amended, suspended, canceled abrogated, repealed or terminated in whole or in part, pursuant waived so as to affect materially and adversely the terms ability of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower TCIP to perform any of its obligations under such agreement; the Subsidiary Loan Agreement. (e) Any material provision of the Operations Manual shall have been amended without the prior written consent of the Bank. (f) Any provision of the Standard Form of Earthquake Insurance Policy shall have been amended without the prior written consent of the Bank. (g) Any provision of the Subsidiary Loan Agreement, the Pool Management Agreement and the Financial Management Agreement shall have been amended, assigned, suspended, abrogated, terminated or waived without the prior written consent of the Bank. (Bh) adequate Milli Re shall have not complied with any of its obligations under the Pool Management Agreement. (i) The Borrower or any other authority having jurisdiction, other than TCIP, shall have withdrawn any funds from the financial reserves established by TCIP for the Project are available payment of claims under the National Catastrophic Insurance Program, or reallocated any part of such reserves to any purpose other than the Borrower from other sources on terms and conditions consistent with the obligations operation of the Borrower under this AgreementNational Catastrophic Insurance Program, or otherwise dealt with any part of such reserves in a manner inconsistent with their original purpose. (j) Any provision of the Disaster Law shall have been amended, suspended, abrogated or repealed, or any law, decree, regulation or other similar instrument adopted, which materially and adversely affects the National Catastrophic Insurance Program or the business, operations or affairs of TCIP. (k) TCIP shall have failed to implement any part of any Risk Management Plan previously approved by the Bank and in effect at the relevant date.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has COFIDE shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that COFIDE will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees Borrower’s Decree-Law (Decreto Ley) No.18807 referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aaa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower COFIDE to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLCOFIDE or for the suspension of its operations. (e) The IADB OECF Loan Agreement shall have failed to become effective by October 12, 2006not later than six months after the Effective Date, or such later date as the Bank may agree; provided, however, provided that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB OECF Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB OECF Loan Agreement; or (B) the IADB Loan such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe OECF Loan Agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any the Borrower’s Statutes or the Decree mentioned in paragraph (h) of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived or the corporate structure of the Borrower shall have been changed, so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement.Agreement or to achieve the objectives of the Project; (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement State shall have failed to become effective by October 12, 2006, perform any of its obligations under the Shareholder Agreement; (c) the contract or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes contracts referred to the satisfaction in clause (D) of the Bank that adequate funds for the Project are available Preamble to the Borrower from other sources on terms this Agreement shall have not been executed and conditions consistent with delivered by November 30, 1987 or, the obligations of the Borrower under this Agreement.parties thereunder shall have not been complied with; and (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan made to the Borrower by BNDES for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementcontract or contracts; providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the The Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementcontract or contracts; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed The HOA Law shall have been amended, suspended, abrogated, repealed, waived or declared to comply with any be unconstitutional so as to affect materially and adversely the ability of its obligations under the Subsidiary Agreement.Borrower to achieve the objectives of the Project; (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof HCF Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower HCF to carry out the Project or to perform any of its obligations under this the Implementation Agreement.; (dc) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.the Housing Credit Foundation or for the suspension of its operations; (d) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable: (i) that all PFIs will be able to perform their obligations under the PFI Subsidiary Loan Agreements; or (ii) that all Participating Municipalities will be able to perform their obligations under the PM Subsidiary Loan Agreements; (e) The IADB Loan Agreement Additional Grants shall have failed to become effective by October 12, 2006within two (2) months of the date of effectiveness of this Agreement, or by such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.; and (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: the events specified in paragraphs (a), (b), (c), (e) (subject to the proviso thereto), and (f) (i) (B) (subject to the proviso of sub-paragraphs (f) (ii)) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under The General Sanitation Services Law or the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement Municipal Organic Law or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan CIDA Grant Agreement shall have failed to become effective by October 12not later than [April 1, 2006, 2004] or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) paragraph the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project CIDA Grant shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan CIDA Grant Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof.and (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe CIDA Grant Agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof CFE shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under this the Project Agreement.; (db) The Borrower as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that CFE will be able to perform its obligations under the Project Agreement; (c) the Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.CFE, or for the suspension of its operations; (ed) The IADB the IDB Loan Agreement shall have failed to become effective by October 12September 30, 20061990, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.; and (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB loan under the IDB Loan Agreement, or any other loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing there for; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraphs (a) or (d) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; (b) the event specified in paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (e) (ii) of that Section; and (c) the event specified in paragraph (c) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination AgreementThe Borrower’s laws, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) Preamble of this Agreement or any provision thereof (the Framework Law on Decentralization - Ley de Bases de la Descentralización - and the Organic Law on Regional Governments - Ley Orgánica de los Gobiernos Regionales) shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower through PVD or the Participating Regions to perform any of its their obligations under this Agreement. (db) An extraordinary situation shall have arisen which shall make it improbable that the Plan for the Institutional Restructuring of Provias Departamental- PVD, or a significant part thereof will be carried out. (c) The Borrower or any other authority having jurisdiction shall have taken any action for the restructuring, dissolution or disestablishment of FISDLPVD or for the suspension of its operations, so as to affect materially and adversely, in the opinion of the Bank, the Project and the ability of the Borrower through PVD or the Participating Regions to perform any of their obligations under this Agreement. (ed) The IADB IDB Loan Agreement shall have failed to become effective by October 12, 2006not later than twelve months after the Effective Date, or such later date as the Bank may agree; provided, however, provided that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: : (A) the right of the Borrower to withdraw the proceeds of the IADB IDB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB IDB Loan Agreement; or or (B) the IADB Loan such loan shall have become due and payable prior to the agreed maturity thereof.; (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe IDB Loan Agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with , provided, however, that if any of its obligations under the Subsidiary Agreement. (b) Any Participating events specified in paragraphs below shall have occurred and be continuing and such event relates only to one or more privately owned Implementing Agencies or Part D.1 Subagency, the suspension of the Borrower’s rights to make withdrawals from the Loan Account may be limited by the Bank to withdrawals related to the Part or Parts of the Project with regard to which the Implementing Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination AgreementPart D.1 Subagency in question, as the case may be., is assisting the Borrower pursuant to Section 3.01 of this Loan Agreement: (ca) The Decrees referred to in the definitions of FISDL and Program Law No. 70 or Law No. 99, as both terms are defined in Section 1.02 (k) and (aad) of this Agreement or any provision thereof Agreement, shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank’s opinion, the ability of the Borrower to carry out the Project or to perform any of its obligations under this Agreement.Loan Agreement or any of the Implementing Arrangements or Part D.1 Subagency Arrangements; (db) The the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement a publicly owned Implementing Agency or Part D.1 Subagency or a resolution shall have failed to become effective by October 12been passed for the dissolution of any privately owned Implementing Agency or Part D.1 Subagency, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph (b) shall not apply if the Borrower establishes Implementing Agency or Part D.1 Subagency in question shall have been replaced, in form and substance satisfactory to the satisfaction Bank, by another legal entity, or by a Borrower’s administrative subdivision, acceptable to the Bank; (c) a default shall have occurred in the performance of any obligation on the part of any Implementing Agency or Part D. 1 Subagency under the respective Implementing Agreement or Part D.1 Subagency Agreement, as the case may be, and such default has, in the Bank’s opinion, materially and adversely affected the carrying out of the Bank that adequate funds for Project; (d) New Environmental Legislation shall have been put into effect, and have affected adversely and materially, in the Project are available to Bank’s opinion, the Borrower from other sources on terms and conditions consistent with the obligations ability of the Borrower under this Agreement.to carry out the Project; (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof.; (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement; and (f) as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have occurred which shall make it improbable that an Implementing Agency or a Part D.1 Subagency will be able to perform their respective obligations under the applicable Implementing Agreement or Part D.1 Subagency Agreement, as the case may be. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional event is specified: (a) any event specified in paragraphs (a) or (c) of Section 5.01 of this Agreement shall occur and shall continue for a period of 30 and 60 days, respectively, after notice thereof shall have been given by the Bank to the Borrower; (b) any event specified in paragraphs (b) or (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (e) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement RCC or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof GLE shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under this the Project Agreement. (db) The Borrower or any other authority having jurisdiction As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have taken any action for arisen which shall make it improbable that RCC or GLE will be able to perform its obligations under the dissolution or disestablishment of FISDLProject Agreement. (ec) The IADB Loan SIDA Grant Agreement shall have failed to become effective by October 12September 30, 20061998, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) paragraph the right of the Borrower to withdraw the proceeds of the IADB Loan made to SIDA Grant or the Borrower for the financing of the Project GEF Trust Fund Grant shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan SIDA Grant Agreement and the GEF Grant Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof, respectively. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementAgreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; and (b) the event specified in paragraph (d) (i) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (d) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The Charter or the Statement of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Policy shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement.; (b) RBI shall have failed to perform any of its obligations under the Project Agreement; (c) the Borrower or RBI shall have failed to perform any of its obligations under the Pass Through Agreement (Backstop Facility Loan); (d) The the Borrower or any EB shall have failed to perform any of its obligations under any Facility Draw Down Agreement; (e) as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that RBI will be able to perform its obligations under the Project Agreement; (f) the RBI Act, 1934, shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of RBI to perform any of its obligations under the Project Agreement; (g) the Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLRBI or for the suspension of its operations; (h) the Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the Borrower or for the suspension of its operations. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified, namely, that : (a) the event specified in paragraph (b), (c) (d) or (e) The IADB Loan of Section 5.01 of this Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions occur and shall continue for a period of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project sixty days after notice thereof shall have been suspended, canceled or terminated in whole or in part, pursuant given by the Bank to the terms of the IADB Loan AgreementBorrower; orand (Bb) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. events specified in paragraphs (iia), (f), (g) Subparagraph or (ih) of Section 5.01 of this paragraph Agreement shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreementoccur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p6.02(l) of the General Conditions, the following additional events are specified: (a) FISDL has Shanxi shall have failed to comply with perform any of its obligations under the Subsidiary Shanxi Project Agreement or YRDPC shall have failed to perform any of its obligations under the YRDPC Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that Shanxi will be able to comply with any of perform its obligations under its respective Participation the Shanxi Project Agreement or Coordination that YRDPC will be able to perform its obligations under the YRDPC Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof YRDPC Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower YRDPC to perform any of its obligations under this the YRDPC Project Agreement. (d) The Borrower or Shanxi or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLYRDPC or for the suspension of its operations. (e) The IADB Cofinancing Loan Agreement shall have failed to become effective by October 12July 1, 2006, 1998 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: : (A) the right of the Borrower to withdraw the proceeds of the IADB Cofinancing Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Cofinancing Loan Agreement; or or (B) the IADB Cofinancing Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01(h) of the General Conditions, the following additional events are specified: (a) any of the events specified in Section 5.01(a) of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; (b) any of the events specified in Sections 5.01(c) and 5.01(d) of this Agreement shall occur; and (c) the event specified in Section 5.01(f)(i)(B) of this Agreement shall occur, subject to the proviso of Section 5.01(f)(ii) of this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has CDR shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that CDR will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof CDR’s Basic Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower CDR to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLCDR or for the suspension of its operations. (e) The IADB OECF or the EIB Loan Agreement or the EU Grant Agreement shall have failed to become effective by October 12June 1, 20061998, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing any part of the Project OECF or the EIB Loan or the EU Grant shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB OECF or the EIB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; (b) the events specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of sub-paragraph (f) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p6.02(l) of the General Conditions, the following additional events are specified: (a) FISDL has YRWHDC shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that YRWHDC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof YRWHDC Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower YRWHDC to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLYRWHDC or for the suspension of its operations. (e) Either party to the Power Sales Contract shall have failed to perform any of its respective obligations under said contract or any provision of said contract shall have been amended, suspended, waived, rescinded or terminated without the prior approval of the Bank. (f) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12December 31, 2006, 1998 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project Cofinance shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan Cofinance shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (h) The Borrower shall have failed to perform any of its obligations under the Xiaolangdi Resettlement Credit Agreement.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (p) The Additional Events of Suspension consist of the General Conditions, the following additional events are specifiedfollowing: (a) FISDL has AySA shall have failed to comply with any of its obligations under the Subsidiary AySA Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof ACUMAR Resolution shall have been amended, suspended, abrogated, repealed repealed, waived or waived not enforced, in such a manner so as affect materially and adversely, in the opinion of the Bank, the ability of ACUMAR to participate in the carrying out of the Project, as the terms of said participation are described in said resolution. (c) The Borrower shall have failed to honor any of its commitments set forth in the Program. (d) The Borrower and/or AySA shall have failed to comply with any of their pertinent obligations under the AySA Concession Contract, in such a manner so as to affect materially and adversely, in the opinion of the Bank, the ability of AySA to: (i) carry out the Borrower to perform any works under Part 1 of its obligations under this Agreement. the Project; and (dii) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment operate and maintain each of FISDLsaid works with due diligence and efficiency. (e) The IADB Loan Agreement AySA Concession Contract or any provision thereof shall have failed to become effective by October 12been amended, 2006suspended, or abrogated, repealed, waived and/or terminated, in such later date a manner so as affect materially and adversely, in the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction opinion of the Bank that adequate funds for Bank, the Project are available to ability of AySA to: (i) carry out the Borrower from other sources on terms and conditions consistent with the obligations works under Part 1 of the Borrower under this AgreementProject; and (ii) operate and maintain each of said works with due diligence and efficiency. (f) The Regulatory Framework or any provision thereof shall have been amended, suspended, abrogated, repealed, waived or not enforced, in such a manner so as affect materially and adversely, in the opinion of the Bank, the ability of AySA to: (i) Subject to subparagraph carry out the works under Part 1 of the Project; and (ii) operate and maintain each of this paragraphsaid works with due diligence and efficiency. 4.02. The Additional Events of Acceleration consist of the following: (Aa) the right Any event specified in paragraphs (a) or (c) or (d) or (e) of Section 4.01 of this Agreement occurs and is continuing for a period of 60 days after notice of the Borrower to withdraw event has been given by the proceeds of the IADB Loan made Bank to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereofBorrower. (iib) Subparagraph Any event specified in paragraph (ib) or (f) Section 4.01 of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementAgreement occurs.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has EPH shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that EPH will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions charter of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof EPH shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower EPH to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLEPH or for the suspension of its operations. (e) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12December 31, 2006, or such later date as the Bank may agree1996; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan made to the Borrower for the financing under any of the Project Cofinancing Agreements shall have been suspended, canceled cancelled or terminated in whole or in part, part pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof.; (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its the obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of ninety days after notice thereof shall have been given by the Bank to the Borrower; (b) any event specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur, subject, with respect to said paragraph (e), to the proviso contained therein; and (c) the event specified in paragraph (f)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof BANADE shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under this the Project Agreement. (db) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that BANADE will be able to perform its obligations under the Project Agreement. (c) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLBANADE or for the suspension of its operations. (ed) The IADB Loan Agreement Operating Regulations shall have failed been amended, suspended, abrogated, repealed or waived so as to become effective by October 12, 2006, affect materially and adversely the operations or such later date as the Bank may agree; provided, however, that the provisions financial condition of this paragraph shall not apply if the Borrower establishes BANADE or its ability to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. carry out Parts A or B (i1) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (e) FOPYME shall have been suspended, liquidated or otherwise discontinued. (f) BANADE shall have failed to revise interest rates applicable to Sub-loans and Participating Loans if required under Section 2.08 of the Project Agreement, and such failure shall continue for a period of 60 days as from the date on which the corresponding revision is due. (g) The Borrower and Banco Central shall have failed to revise the interest rate applicable to the Subsidiary Loan, if required under Section 3.02 (a) (ii) of this Agreement and such failure shall have continued for a period of 60 days as from the date on which the corresponding revision is due. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) the events specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The Charter or the Statement of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Policy shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan EC Agreement shall have failed to become effective come into force by October 12May 31, 20061992, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank Bank, that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in Section 5.01 (a) of this Agreement shall occur; and (b) the event specified in paragraph (c) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (c) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has PETROM, ROMGAZ or CONPET shall have failed to comply with perform any of its obligations under the Subsidiary PETROM Project Agreement, ROMGAZ Project Agreement or CONPET Project Agreement, respectively. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that PETROM, ROMGAZ or CONPET will be able to comply with any of perform its obligations under its respective Participation the PETROM Project Agreement, ROMGAZ Project Agreement or Coordination CONPET Project Agreement, as the case may berespectively. (c) The Decrees referred to in PETROM Charter, the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement ROMGAZ Charter or any provision thereof the CONPET Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower PETROM, ROMGAZ or CONPET to perform any of its obligations under this the PETROM Project Agreement, the ROMGAZ Project Agreement or the CONPET Project Agreement, respectively. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLPETROM, ROMGAZ or CONPET or for the suspension of its respective operations. (e) The IADB EIB Loan Agreement shall have failed to become effective by October 12December 31, 20061994, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower or ROMGAZ establishes to the satisfaction of the Bank that adequate funds for Part C of the Project are available to the Borrower ROMGAZ from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement and of ROMGAZ under the ROMGAZ Project Agreement. (f) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Basic Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of the Bank, the ability operations or financial condition of the Borrower or its ability to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement Guarantor shall have failed to perform any of its obligations under the Kingdom Loan Agreement. (c) The Guarantor or the Borrower shall have failed to perform any of its respective obligations under the ONEP Performance Contract. (d) The proceeds of the financing provided under the Cofinanciers’ Loan Agreements shall not have become effective by October 12available to the Borrower before July 1, 2006, or such later date as the Bank may agree1997; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan or grant shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof PNOC Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or the financial condition of the Bank, Borrower or the ability of the Borrower to perform any of its obligations under this Agreement. (b) The Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the Borrower or for the suspension of its operations. (c) PNOC-EDC shall have failed to perform any of its obligations under the Project Agreement. (d) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that PNOC-EDC will be able to perform its obligations under the Project Agreement. (e) The PNOC-EDC Charter or the PNOC-EDC-NPC Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or the financial condition of PNOC-EDC or the ability of PNOC- EDC to perform any of its obligations under the Project Agreement. (f) The Guarantor or the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLPNOC-EDC or for the suspension of its operations. (eg) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditionsconditions, the following additional events are specified: (a) FISDL has CORFO shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement.: (b) Any Participating Agency has failed as a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that CORFO will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be.; (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof CORFO Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower CORFO to perform any of its obligations under this the Project Agreement.; (d) The the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.CORFO or for the suspension of its one rations (e) The IADB Loan CORFO shall have changed, or failed to apply, the Auction Procedures without the Prior consent of the Bank; (f) the Borrower shall have ceased to apply the UF, or the UF, in the Bank’s opinion, shall have ceased to reflect the variations in the Borrower’s consumer price index, or any event shall have occurred which would make the adjustment of loan principals on the basis of UF inapplicable, unenforceable or illegal in the territory of the Borrower, unless the Borrower shall have adopted an equivalent indexation system or a market based system for determining principal and interest rate on debt obligations, satisfactory to the Bank, and the Borrower and CORFO shall have applied such new system to Subloans financed out of the proceeds of the Loan; (g) a situation shall have arisen which shaLl make it improbable that the Program, or a significant part thereof, will be carried out; (h) the Grant Agreement or Agreements shall have failed to become effective by October 12January 31, 2006, 1990 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.; (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of the IADB Loan any grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementany Grant Agreement providing therefor; orand (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (iij) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) the events specified in paragraphs (c), (d), (e) or (f) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has KONEBA shall have failed to comply with perform any of its obligations under the Subsidiary KONEBA Project Agreement. (b) Any Participating Agency has PUSRI shall have failed to comply with perform any of its obligations under its respective Participation Agreement or Coordination the PUSRI Project Agreement, as the case may be. (c) The Decrees referred to in As a result of events which have occurred after the definitions of FISDL and Program in Section 1.02 (k) and (aa) date of this Agreement or any provision thereof Agreement, an extraordinary situation shall have arisen which shall make it improbable that KONEBA will be able to perform its obligations under the KONEBA Project Agreement. (d) As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that PUSRI will be able to perform its obligations under the PUSRI Project Agreement. (e) XXXXXX’s Charter, dated January 28, 1987, shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower KONEBA to perform any of its obligations under this the KONEBA Project Agreement. (df) PUSRI’s Charter, as amended on July 20, 1984, shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of PUSRI to perform any of its obligations under the PUSRI Project Agreement. (g) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLKONEBA or for the suspension of its operations. (eh) The IADB Loan Agreement Borrower or any other authority having jurisdiction shall have failed taken any action for the dissolution or disestablishment of PUSRI or for the suspension of its operations. Section 6.02. Pursuant to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction Section 7.01 (h) of the Bank that adequate funds for General Conditions, the Project following additional events are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraphspecified: (Aa) the right events specified in paragraphs (a) and (b) of the Borrower to withdraw the proceeds Section 6.01 of the IADB Loan made to the Borrower this Agreement shall occur and shall continue for the financing a period of the Project sixty days after notice thereof shall have been suspended, canceled or terminated in whole or in part, pursuant given by the Bank to the terms of the IADB Loan AgreementBorrower; orand (Bb) the IADB Loan shall have become due events specified in paragraphs (e), (f), (g) and payable prior to the agreed maturity thereof. (ii) Subparagraph (ih) of Section 6.01 of this paragraph Agreement shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreementoccur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has WAPDA shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that WAPDA will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof WAPDA Act shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower WAPDA to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLWAPDA or for the suspension of its operations. (e) The IADB Borrower or WAPDA or any other authority having jurisdiction shall have failed to carry out, in whole or in part, the action plan referred to in Section 6.01 (c) of this Agreement. (f) The KfW Loan Agreement and the EIB Loan Agreement shall have failed to become effective by October 12September 30, 20061996 or the IDB Loan Agreement shall have failed to become effective by December 31, 1997, or such later date in each case as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; (b) the events specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur; (c) the event specified in paragraph (f) of Section 5.01 of this Agreement shall occur, subject to the proviso of that paragraph; and (d) the event specified in paragraph (g) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (g) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has TEPGC or NCPGC shall have failed to comply with perform any of its obligations under the Subsidiary TEPGC Project Agreement or the NCPGC Project Agreement, as the case may be. (b) Any Participating Agency has failed As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that either TEPGC or NCPGC will be able to comply with any of perform its obligations under its respective Participation the TEPGC Project Agreement or Coordination the NCPGC Project Agreement, as the case may be. (c) The Decrees referred to in TEPGC Charter or the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof NCPGC Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of TEPGC or NCPGC, as the Borrower case may be, to perform any of its obligations under this the TEPGC Project Agreement or the NCPGC Project Agreement, as the case may be. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLeither TEPGC or NCPGC or for the suspension of either of their operations. (e) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12December 31, 20061999, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan made to the Borrower for the financing of the Project Project, including any loan made under any of the Cofinancing Agreements, shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraph (a) of 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; (b) any event specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur, subject, with respect to said paragraph (e), to the proviso contained therein; and (c) the event specified in paragraph (f)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has CDR shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that CDR will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof CDR’s Basic Legislation shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower CDR to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLCDR or for the suspension of its operations. (e) The IADB OECF Loan Agreement shall have failed to become effective by October 12March 31, 2006, 1996 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan OECF loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan The OECF loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under That the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees legal framework referred to in the definitions of FISDL and Program in Section 1.02 6.01 (k) and (aaa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed repealed, waived or waived not enforced in such a manner so as to affect materially and adverselyaffect, in the opinion of the Bank, the ability of the Borrower SAT to perform any of its obligations under this Agreementcarry out the Project. (b) That the regulations referred to in Section 6.01 (d) The Borrower of this Agreement or any other authority having jurisdiction provision thereof shall have taken any action for been amended, suspended, abrogated, repealed, waived or not enforced in such a manner so as to affect, in the dissolution or disestablishment opinion of FISDLthe Bank, the ability of the SAT to carry out the Project. (ec) The IADB That the IDB Loan Agreement shall have failed to become effective by October 12December 31, 20061997, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (d) That the SAT shall have failed to perform any of its obligations under the Subsidiary Agreement. (e) That the Borrower or any authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the SAT, or for the suspension of its operations. (f) That as a result of events which have occurred after the creation of the SAT, a situation shall have arisen which shall make it improbable that the SAT will be able to perform its obligations under the Subsidiary Agreement. (g) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any grant or loan (including the IADB IDB Loan and the USAID Grant) made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has ECEPUC shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECEPUC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL laws, rules and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof regulations establishing ECEPUC shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECEPUC to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, ECEPUC or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations suspension of the Borrower under this Agreementits operations. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower ECEPUC to withdraw or receive the proceeds of the IADB Loan any loan or investment made to the Borrower ECEPUC for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower or ECEPUC establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower ECEPUC to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower ECEPUC from other sources on terms and conditions consistent with the obligations of ECEPUC under the Borrower under this Project Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; (b) any event specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (e) (ii) of that Section.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has The Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of PNOC, or for the suspension of all or part of the operations of PNOC. (b) PNOC shall have been unable to pay its debts as they mature or any action or proceeding shall have been taken whereby any of its properties shall or may be distributed among its creditors. (c) PNOC-EDC shall have failed to comply with perform any of its obligations under the Subsidiary PNOC-EDC Project Agreement. (bd) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that PNOC-EDC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the PNOC-EDC Project Agreement, as the case may be. (ce) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Presidential Decree No. 334 as amended shall have been amended, suspended, abrogated, repealed or waived waived, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower PNOC-EDC to perform any of its obligations under this the PNOC-EDC Project Agreement. (df) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution and disestablish- ment of PNOC-EDC or disestablishment for the suspension of FISDLits operations. (eg) The IADB Italian Loan Agreement shall have failed to become effective by October 12December 31, 20061988, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower NPC establishes to the satisfaction of the Bank that adequate funds for Part (B) of the Project are available to the Borrower NPC from other sources on terms and conditions consistent with the obligations of NPC under the Borrower under this NPC Loan Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Guarantor to withdraw the proceeds of the IADB Loan any loan made to the Borrower Guarantor for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower Guarantor to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (p) The Additional Events of Suspension consist of the General Conditions, the following additional events are specifiedfollowing: (a) FISDL has Any Participating Province shall have failed to comply with perform any of its obligations under its Framework Agreement and/or any of its Annual Performance Agreements, and the Subsidiary AgreementBorrower shall have failed to exercise its remedies under such Agreements, in which case the Bank may only suspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account for expenditures incurred for Part 2.A of the Project as payments to the relevant Participating Province(s). (b) Any Participating Agency has Subproject Implementing Entity shall have failed to comply with perform any of its obligations under its respective Participation Agreement or Coordination Subproject Agreement, as and the Borrower shall have failed to exercise its remedies under such Subproject Agreement, in which case the Bank may besuspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account for Eligible Expenditures incurred in respect of the pertinent Subproject. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have That PROFE Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability implementation, objectives and results of Part 2.B of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12Project, 2006, or such later date as in which case the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) only suspend in whole or in part the right of the Borrower to withdraw make withdrawals from the proceeds Loan Account for expenditures incurred for Part 2.B of the IADB Loan made Project. 4.02. The Additional Events of Acceleration consist of the following: (a) The event specified in Section 4.01 (c) of this Agreement occurs and is continuing for a period of 60 days after notice of the event has been given by the Bank to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereofBorrower. (iib) Subparagraph The events specified in Section 4.01 (ia) and/or 4.01 (b) of this paragraph shall not apply if Agreement occur for all Participating Provinces and/or Subproject Implementing Entities and is continuing for a period of 60 days after notice of the Borrower establishes event for the last of the affected Participating Provinces and/or Subproject Implementing Entities has been given by the Bank to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementBorrower.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (p) The Additional Events of Suspension consist of the General Conditions, the following additional events are specifiedfollowing: (a) FISDL has failed the Operational Manual, the Risk Sharing Guarantee Facility Operational Manual, or the Social and Environmental Framework shall have been amended, abrogated, repealed or otherwise modified so as to comply with affect materially and adversely the ability of the Borrower to carry out the Project or to perform any of its obligations under the Subsidiary this Agreement.; (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof SIDBI Act shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement.; (c) the Declaration of Trust shall have been amended, suspended, abrogated, repealed or waived so as to effect materially and adversely the operation or the financial condition of the Risk Sharing Guarantee Company to carry out the Project or to perform any of its obligations under the Financing Agreement; (d) The any action shall have been taken for the dissolution, disestablishment or suspension of operations of the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.Risk Sharing Guarantee Company; (e) The IADB Loan Agreement the Borrower or a PFI shall have failed to become effective by October 12, 2006, or such later date as perform any of their respective obligations under the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if Participation Agreement; (f) the Borrower establishes or the Risk Sharing Guarantee Company shall have failed to perform any of their respective obligations under the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Financing Agreement.; (ig) Subject the Risk Sharing Guarantee Company or a Risk Sharing Financial Institution shall have failed to subparagraph (ii) perform any of this paragraph:their respective obligations under the Guarantee Framework Agreement; and (Ah) any provision of a Participation Agreement, the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project Financing Agreement or a Guarantee Framework Agreement shall have been amended, suspended, canceled abrogated or terminated in whole waived so as to affect materially and adversely the operations or in partthe financial condition of a PFI or the Risk Sharing Guarantee Facility Company, pursuant as the case may be, or its ability to carry out the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination Project or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; Agreement. 4.02. The Additional Events of Acceleration consist of the following: (a) Any event specified in paragraphs (e), (f), (g), or (h) of Section 4.01 of this Agreement occurs and (B) adequate funds is continuing for a period of 60 days after notice of the Project are available event has been given by the Bank to the Borrower from other sources on terms and conditions consistent with the obligations Borrower. (b) Any event specified in paragraphs (a), (b), (c), or (d) of the Borrower under Section 4.01 of this AgreementAgreement occurs.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has UWA or UWEC shall have failed to comply with perform any of its obligations under the Subsidiary respective Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the GEF Trsut Fund Grant, an extraordinary situation shall have arisen which shall make it improbable that UWA or UWEC will be able to comply with any of perform its obligations under its the respective Participation Agreement or Coordination Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof UWA Statute shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower UWA to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction UWEC Trust Deed shall have taken been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of UWEC to perform any action for of its obligations under the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the respective Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower Recipient to withdraw the proceeds of the IADB Loan Development Credit Agreement made to the Borrower Recipient for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Development Credit Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower Recipient establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower Recipient to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Recipient from other sources on terms and conditions consistent with the obligations of the Borrower Recipient under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional event are specified: (a) the event specified in paragraph (a) of 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 Recipient; (b) the events specified in paragraphs (b) and (c) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (e) (i) of Section 5.01 of this Agreement shall occur, subject to the provisions of paragraph (e) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under The General Sanitation Services Law or the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement Municipal Organic Law or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan CIDA Grant Agreement shall have failed to become effective by October 12not later than [April 1, 2006, 2004] or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) paragraph the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project CIDA Grant shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan CIDA Grant Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof.and (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe CIDA Grant Agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional event is specified, namely, that the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination AgreementThe Borrower's laws, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) Preamble of this Agreement or any provision thereof (the Framework Law on Decentralization - Ley de Bases de la Descentralización - and the Organic Law on Regional Governments - Ley Orgánica de los Gobiernos Regionales) shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower through PVD or the Participating Regions to perform any of its their obligations under this Agreement. (db) An extraordinary situation shall have arisen which shall make it improbable that the Plan for the Institutional Restructuring of Provias Departamental-PVD, or a significant part thereof will be carried out. (c) The Borrower or any other authority having jurisdiction shall have taken any action for the restructuring, dissolution or disestablishment of FISDLPVD or for the suspension of its operations, so as to affect materially and adversely, in the opinion of the Bank, the Project and the ability of the Borrower through PVD or the Participating Regions to perform any of their obligations under this Agreement. (ed) The IADB IDB Loan Agreement shall have failed to become effective by October 12, 2006not later than twelve months after the Effective Date, or such later date as the Bank may agree; provided, however, provided that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: : (A) the right of the Borrower to withdraw the proceeds of the IADB IDB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB IDB Loan Agreement; or or (B) the IADB Loan such loan shall have become due and payable prior to the agreed maturity thereof.; (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe IDB Loan Agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under The Action Plan, the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement Credit Guidelines, the Financial Performance Development Letter, the Medium-Term Strategy or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Statute shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of operations or the Bank, the ability financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Cofinanciers Loan Agreement Agreements shall have failed to become effective by October 12June 30, 20061996, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan Cofinanciers Loans or any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.017.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The proceeds of its obligations the financing provided under the Subsidiary Agreement. (b) Any Participating Agency has failed Cofinancing Agreements and the City Grant shall not have become available to comply with any the Borrower pursuant to the schedule of its obligations under its respective Participation Agreement required availability agreed to between the Bank and the Borrower or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion proceeds of the Bank, the ability of Additional Funds shall not have become available to the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12December 31, 2006, or such later date as the Bank may agree1990; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project Project, shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement or other instrument providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspensionsus- pension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (c) The Republic shall have failed to provide any of the Local Funds to the Borrower in accordance with the provisions of the Funding Law. (d) The Basic Legislation or any other law pertaining to the operations of the Borrower shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or financial condition of the Borrower or the ability of the Borrower to perform any of its obligations under this Agreement. (e) XXX shall have failed to perform any of its obligations under this Agreement. (f) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that XXX will be able to perform its obligations under this Agreement. (g) The Law or Statutes referred to in Section 1.02 (a) of this Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of XXX to perform any of its obligations under this Agreement. (h) The Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of XXX or for the suspension of its operations. Section 7.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (b) (i) (B) of Section 7.01 of this Agreement shall occur, subject to the proviso of paragraph (b) (ii) of said Section; (b) any of the events specified in paragraph (e) of Section 7.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (c) any of the events specified in paragraphs (d), (g) and (h) of Section 7.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant a) The remedies discussed herein shall be without prejudice to Section 6.02 (pthe rights and remedies available to the Bank under equity and under Applicable Law. b) If one or more of the General Conditionsevents specified in this clause shall have occurred, the following additional events are specifiedBank may, by issuing 7 (Seven) days’ notice in writing to the Borrower declare that the principle amount of the Loan and all accrued Interest has become payable forthwith by the Borrower to the Bank and the Bank may at its sole discretion terminate the Agreement: i) Failure of Borrower to pay the loan or processing fee, insurance charge and insurance premium or if any PI or any other amount due remain unpaid for a period of 30 (aThirty) FISDL has failed to comply with any days from the Due Date; ii) Breach of its obligations the term and conditions and covenants under the Subsidiary Agreement.Agreement or this Terms and Con- ditions by the Borrower; (biii) Any Participating Agency has failed information/document submitted by the Borrower to comply with any the Bank is found false or incorrect; iv) Adverse material change of its obligations under its respective Participation Agreement or Coordination Agreementthe Borrower, as a result of which the case may Bank deems itself to be. (c) The Decrees referred to in , inse- cure or the definitions of FISDL Borrower has been declared and Program in Section 1.02 (k) and (aa) of this Agreement insolvent or there exists any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adverselyother circumstance which, in the sole opinion of the Bank, jeopardizes the ability Bank’s interest; v) Usage of proceeds of the Loan by the Borrower for any purpose which may be deemed as ille - gal, antisocial, or speculative purpose including but not limited to participation in stock markets/ IPOs; vi) Proceedings for misconducts are taken against the Borrower by any Government, Quasi Gov- ernment or other authority; or vii) If whereabouts of the Borrower is not known for a period of 30 (Thirty) days or more. c) If the Borrower fails to perform pay any monies on the Due Date or which may be declared due prior to the Due Date or commits any other default under any agreement (including the Agreement) in favour of the Bank, the Bank shall, without prejudice to any of its obligations rights under this Agreement. (d) The Borrower each of the agreements, be ab - solutely entitled to exercise all or any other authority having jurisdiction shall have taken its rights under any action for of the dissolution or disestablishment agreements entered into by the Bor - rower in favour of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12the Bank, 2006, or such later date as the Bank may agree; provided, however, that the provisions and/or withhold applicable amount/documents of this paragraph shall not apply if the Borrower establishes and/or terminate without any notice to the satisfaction Borrower, any of the agreement (including the Agreement) in favour of the Bank that adequate funds for at the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations sole discretion of the Borrower under this AgreementBank. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has CEPEX shall have failed to comply with perform any of its obligations under the Subsidiary CEPEX Project Agreement.; (b) Any Participating Agency has COTUNACE shall have failed to comply with perform any of its obligations under its respective Participation Agreement or Coordination the COTUNACE Project Agreement, as the case may be.; (c) The Decrees referred to in As a result of events which have occurred after the definitions of FISDL and Program in Section 1.02 (k) and (aa) date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that either CEPEX or COTUNACE will be able to perform its corresponding obligations under the CEPEX Project Agreement or any provision thereof the COTUNACE Project Agreement, respectively; (d) The PEFGF Decree shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower COTUNACE to perform any of its obligations under this the COTUNACE Project Agreement.; (de) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.CEPEX or COTUNACE, or for the suspension of any of their operations; (ef) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction Any provision of the Bank that adequate funds for CEPEX Charter or the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project COTUNACE Charter shall have been amended, suspended, canceled abrogated, terminated or terminated waived so as to, in whole or in part, pursuant to the terms opinion of the IADB Loan AgreementBank, affect materially and adversely the ability of CEPEX or COTUNACE, as the case may be, to carry out its respective Part of the Project; (g) Any provision of the EMAF Operations Manual or the PEFGF Operations Manual shall have been amended, suspended or waived so as to, in the opinion of the Bank, affect materially and adversely the ability of CEPEX or COTUNACE, as the case may be, to carry out its respective Part of the Project; or (Bh) Any provision of the IADB Loan Standard Form of Guarantee Certificate, which, in the opinion of the Bank, shall be deemed to be a material provision, shall have become due and payable been amended without the prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction written consent of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementBank.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has EE, Tallinn and Tartu shall have failed to comply with perform any of its their respective obligations under the Subsidiary relevant Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that EE, Tallinn or Tartu will be able to comply with any of its perform their respective obligations under its respective Participation Agreement or Coordination the relevant Project Agreement, as the case may be. (c) The Decrees referred to in the definitions governing statutes of FISDL EE, Tallinn and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Tartu shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower EE, Tallinn or Tartu to perform any of its obligations under this Agreementthe EE, Tallinn or Tartu Project Agreement respectively. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLEE or for the suspension of its operations. (e) The IADB EIB Loan Agreement shall have failed to become effective by October 12December 31, 20061994, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (f) The BITS Credit Agreement shall have failed to become effective by December 31, 1994, or such later date as the Bank may agree; provided, however, that the provision of this paragraph shall not appply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c) or (d) of this Agreement shall occur.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional event is specified: (a) Banco Central 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 Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that Banco Central will be able to perform its obligations under the Project Agreement; (c) any Participating Bank shall have failed to perform any obligation under its respective Subsidiary Loan Agreement; (d) a Participating Bank shall have been unable to pay its debts as they mature or any action or proceeding shall have been taken by a Participating Bank or by others whereby any of the property of such Participating Bank shall or may be distributed among its creditors; (e) any part of the principal amount of any loan or credit to a Participating Bank having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the corresponding contractual instruments, or any security for any such loan or credit shall have become enforceable; (f) the Borrower or any other authority having jurisdiction shall have taken: (i) any action which shall materially and adversely affect, in the opinion of the Bank, the financial condition or operations of a Participating Bank or the carrying out of the Project; or (ii) any action for the merger, fusion, dissolution or disestablishment of a Participating Bank or for the suspension of its operations; (g) a resolution shall have been passed for the dissolution or liquidation of a Participating Bank; (h) any other action shall have been taken which, in the opinion of the Bank, shall materially and adversely affect the conduct of any such Participating Bank’s operations or its financial condition or the carrying out of the Project; (i) the Technical Unit shall have been dissolved or disestablished, or a change shall have been made in the Statement of Policies without the Bank’s consent; and (j) the Borrower shall have ceased to apply the U.F., or the U.F., in the Bank’s reasonable opinion, shall have ceased to reflect the variations in the Borrower’s consumer price index, or any event which shall have occurred which would make the adjustment of loan principals on the basis of the U.F. inapplicable, unenforceable or illegal in Chile, unless the Borrower and Banco Central shall have adopted an equivalent indexation system satisfactory to the Bank. Section 4.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) FISDL has failed the event specified in paragraphs (a), (c), (d), (f) or (h) of Section 4.01 of this Agreement shall occur and shall continue for a period of thirty days after notice thereof shall have been given by the Bank to comply with any of its obligations under the Subsidiary Agreement.Borrower; and (b) Any Participating Agency has failed to comply with any the event specified in paragraphs (e), (g), (i) or (j) of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) 4.01 of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreementoccur. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that any of its the Participating Subsidiaries will be able to perform their obligations under the Subsidiary AgreementLoan Agreements. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions Memoranda and Articles of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Association shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of the Bank, the ability operations and financial condition of the Borrower or the Participating Subsidiary or its ability to carry out the Project or to perform any of its obligations under this Agreement or the Subsidiary Loan Agreement. (dc) The Borrower Guarantor, or any other authority having jurisdiction jurisdiction, shall have taken any action for the dissolution or disestablishment of FISDLthe Borrower or any of the Participating Subsidiaries or for the suspension of its operations. (d) Any of the Participating Subsidiaries shall have failed to perform any of their respective obligations under the Subsidiary Loan Agreements. (e) The IADB Loan Agreement Borrower shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction perform any of the Bank that adequate funds for obligations set forth in Schedule 9 to this Agreement. (f) The Borrower or the Project are available Guarantor shall have failed to the Borrower from other sources on terms and conditions consistent with perform any of the obligations set forth in the ESMP Legal Agreements. (g) The Guarantor shall have failed to perform any of the Borrower under this obligations set forth in the Development Credit Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Eximbank Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Eximbank Loan Agreement; , or (B) the IADB Eximbank Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreementthe Eximbank Loan Agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 6.02. Pursuant to Section 7.01(h) of the General Conditions, the following additional events are specified: (a) the events specified in paragraphs (a) through (g) of Section 6.01 of this Agreement shall occur; and (b) the event specified in paragraph (h)(i) of Section 6.01 of this Agreement shall occur, subject to the proviso in paragraph (h)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has The Municipality of Vilnius shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that the Municipality of Vilnius will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination Agreement, as the case may beProject. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Road Fund Law shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of LRA to fulfill its functions with respect to maintenance of the Borrower to perform any of its obligations under this Agreementroad network. (d) The Borrower EBRD Loan Agreement, the EU-Phare Grant Agreement, or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Finnish Grant Agreement shall have failed to become effective by October 12December 1, 20061997, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant pur- suant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination termina- tion or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the events specified in paragraph (a) 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; (b) the event specified in paragraph (c) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (e)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (e)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 2 of 2000 (amended 2001), so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementloan or credit agreements providing therefor, as the case may be; or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has KMS or PDAM shall have failed to comply with perform any of its obligations under the Subsidiary AgreementPIA. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that KMS or PDAM will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination Agreement, as the case may bePIA. (c) The Decrees referred to in the definitions of FISDL laws and Program in Section 1.02 (k) and (aa) of this Agreement regulations establishing KMS or any provision thereof PDAM shall have been amended, suspended, abrogated, or repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower KMS or PDAM to perform any of its obligations under this Agreementthe PIA. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL.KMS or PDAM or for the suspension of its operations; and (e) The IADB Second OECF Loan Agreement shall have failed to become effective by October 12June 30, 20061996, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of agreement providing the IADB Loan Agreement; same, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of ninety days after notice thereof shall have been given by the Bank to the Borrower; (b) any event specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified, namely that: (a) FISDL has HWW shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that HWW will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred HWW Charter or the HWW permit to in use natural resources issued pursuant to the definitions applicable regulations of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof the Borrower shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower HWW to perform any of its obligations under this the Project Agreement, or the management of the company is transferred to an outside entity. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLHWW or for the suspension of its operations. (e) The IADB Loan Agreement Any of the agreements, among the Borrower, the Swedish Environmental Protection Agency, the Ministry of Environment of Denmark or the EU-PHARE Baltic Sea Regional Program, referred to in the preamble to this Agreement, shall have failed to become effective by October 12December 31, 20061995, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of HWW under the Borrower under this Project Agreement. (if) Subject to subparagraph (iig) of this paragraph: (A) Section, the right of the Borrower to withdraw the proceeds of the IADB Loan any grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereofagreement providing therefor. (iig) Subparagraph Paragraph (if) of this paragraph Section shall not apply if the Borrower establishes to the satisfaction of the Bank that: (Ai) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (Bii) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the events specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have given by the Bank to the Borrower; (b) the events specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur; and (c) the events specified in paragraph (f) of Section 5.01 of this Agreement shall occur subject to the proviso of Section 5.01 (g) of this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional events are specified: (a) FISDL has ECTEL shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that ECTEL will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Borrower shall have been withdrawn from the Treaty, or shall have amended, suspended, abrogated, repealed or waived its Telecommunications Act No. 27 of 2000, so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower ECTEL to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for Any of the dissolution or disestablishment of FISDL. (e) The IADB Other Loan Agreement and Credit Agreements shall have failed to become effective by October 12, 2006___________________, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower Borrower, or any of the Other Participating Countries, to withdraw the proceeds of the IADB Loan any loan or credit made to the Borrower Borrower, or any of the Other Participating Countries, as the case may be, for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; loan or credit agreements providing therefor, as the case may be, or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes Borrower, or the Other Participating Countries, establish to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower Borrower, or the Other Participating Countries, from other sources on terms and conditions consistent with the obligations of the Borrower Borrower, or the Other Participating Countries, under this Agreement. Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the following additional events are specified, namely, that any event specified in paragraphs (a), (c), (d), and (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof has been given by the Bank to the Borrower and ECTEL.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has EHDC shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that EHDC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower EHDC to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLEHDC or for the suspension of its operations. (e) The IADB Syndicated Loan Agreement Agreements shall have failed to become effective by October 12December 31, 20061995, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of 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; (b) the events specified in paragraphs (c) (d) or (e) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (f)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f)(ii) of said Section.

Remedies of the Bank. Section 5.017.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any The proceeds of its obligations the financing provided under the Subsidiary Agreement. (b) Any Participating Agency has failed Cofi- nancing Agreements shall not have become available to comply with any the Borrower pursuant to the schedule of its obligations under its respective Participation Agreement required availability agreed to between the Bank and the Borrower or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion proceeds of the Bank, the ability of Additional Funds shall not have become available to the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement shall have failed to become effective by October 12December 31, 2006, or such later date as the Bank may agree1990; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project Project, shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement or other instrument providing therefor; or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellationcancel- lation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (c) The Republic shall have failed to provide any of the Local Funds to the Borrower in accordance with the provisions of the Funding Law. (d) The Basic Legislation or any other law of the Guarantor or the Republic pertaining to the operations of the Borrower shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or financial condition of the Borrower or the ability of the Borrower to perform any of its obligations under this Agreement. (e) XXX shall have failed to perform any of its obligations under this Agreement. (f) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that XXX will be able to perform its obligations under this Agreement. (g) The Law or Statutes referred to in Section 1.02 (a) of this Agreement shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of XXX to perform any of its obligations under this Agree- ment. (h) The Guarantor or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of XXX or for the suspension of its operations. Section 7.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (b) (i) (B) of Section 7.01 of this Agreement shall occur, subject to the proviso of paragraph (b) (ii) of said Section; (b) any of the events specified in paragraph (e) of Section 7.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (c) any of the events specified in paragraphs (d), (g) and (h) of Section 7.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has failed Either the Charter or the Act shall have been amended so as to comply with any materially and adversely affect the carrying out of its obligations under Part A or B of the Subsidiary Agreement.Project or the operations or financial condition of ICICI or IDBI respectively; (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment disestablish- ment of FISDL.either ICICI or IDBI or for the suspension of their res- pective operations; (ec) Any part of the principal amount of any loan to either ICICI or IDBI having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable; and (d) The IADB Loan Swiss Contribution Agreement shall have failed to become effective by October 12December 31, 2006, 1989 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions condi- tions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of under: (a) the IADB Loan Swiss Contribution Agreement made to the Borrower for the financing of Part C of the Project Project; or (b) the Japanese Grant Agreement made to the Borrower for the financing of Part D of the Project, shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof.agreement providing therefor; (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for Part C or Part D the Project are available to the Borrower from other sources on terms and conditions consistent consis- tent with the obligations of the Borrower under this Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified, namely that any event specified in paragraph (a), (b), (c) or (d) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.014.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under A situation shall have arisen which shall make it improbable that the Subsidiary AgreementProgram or a significant part thereof will be carried out. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as The Australian Grant and the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement EU Grant shall have failed to become effective by October 12July 31, 2006, 2000 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of the IADB Loan Australian Grant and the EU Grant or any other grant or loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereofagreement providing therefor. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring in case of loans is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement; (d) GRA shall have failed to perform any of its obligations under the Project Agreement, or GRA or ELCOM shall have failed to perform any of their respective obligations under the ELCOM MOA. (e) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that GRA or ELCOM will be able to perform their respective obligations under the Project Agreement or the ELCOM MOA. Section 4.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any of the events specified in paragraph (d) of Section 4.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) the event specified in paragraphs (b) and (c)(i) of Section 4.01 shall occur, subject to the proviso in paragraph (b) and in paragraph (c)(ii), respectively.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has DHE or NDC shall have failed to comply with perform any of its obligations under the Subsidiary DHE Project Agreement or NDC Project Agreement, respectively. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that DHE or NDC will be able to comply with any of perform its obligations under its respective Participation the DHE Project Agreement or Coordination NDC Project Agreement, as the case may berespectively. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement DHE Operational Plan or any provision thereof legislation applicable to the establishment or operations of DHE shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower DHE to perform any of its obligations under this the DHE Project Agreement. (d) The NDC Operational Plan or any legislation applicable to the establishment or operations of NDC shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of NDC to perform any of its obligations under the NDC Project Agreement. (e) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLDHE or for the suspension of its operations. (ef) The IADB Loan Agreement Borrower or any other authority having jurisdiction shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds taken any action for the Project are available to dissolution or disestablishment of NDC or for the Borrower from other sources on terms and conditions consistent with the obligations suspension of the Borrower under this Agreementits operations. (i) Subject to subparagraph (ii) of this paragraph: (A) , the right of the Borrower to withdraw the proceeds of the IADB Loan any grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, cancellation or termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c) through (f) of Section 5.01 of this Agreement shall occur.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has SMEPC shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that SMEPC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or financial condition of SMEPC or its ability to carry out the Bank, Project or the ability of the Borrower SMEPC to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLSMEPC or for the suspension of its operations. (e) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12December 31, 20062002, or with respect to at least $300,000,000 of the amount of financing to be obtained thereunder, and by July 31, 2005, with respect to the remainder of such amount, or, in each case, such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: : (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement; Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any event specified in paragraph (a) of 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; (b) any event specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur, subject, with respect to said paragraph (e), to the proviso contained therein; and (c) the event specified in paragraph (f)(i)(B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (f)(ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified, provided, however, that if the events referred to in paragraphs (d), (e) and (f) of this Section shall have occurred and be continuing and relate only to a Participant, an Eligible Sub-borrower or agency of the Borrower, the suspension of the Borrower’s right to make withdrawals from the Loan Account may be limited by the Bank to withdrawals in respect of Project expenditures incurred or to be incurred in respect of Sub-projects or activities carried out or to be carried out by such Eligible Sub-borrower or such agency of the Borrower or for technical assistance provided to such Eligible Sub-borrower or Participant: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof A Financial Agent shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower failed to perform any of its obligations under set forth or referred to in this Agreement or a Financial Agency Agreement or a Housing Agency Agreement or the Borrower or any authority having jurisdiction shall have taken any action for the dissolution or disestablishment or suspension of its operations of a Financial Agent, which in the reasonable opinion of the Bank it shall materially and adversely affect the execution of the Project. (b) As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that the Borrower or BADESUL or a Financial Agent will be able to perform its obligations set forth or referred to in this Agreement. (dc) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLa Financial Agent or BADESUL or an Eligible Sub-borrower or FUNDOPIMES or for the suspension of their operations, which in the reasonable opinion of the Bank shall adversely affect the execution of the Project. (d) Any of the parties to a Technical Cooperation Agreement or a Participation Agreement shall have failed to perform any obligation of such party under any such Agreement. (e) The IADB Loan Agreement Tariff Law shall have been repealed or amended, or substituted by any other State or Federal Law, to an extent which, in the reasonable opinion of the Bank, shall adversely affect the financial condition or the operations of, or the adjustment of the rates for water supply or sewerage services by CORSAN. (f) CORSAN shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and the CORSAN Project Agreement. (Bg) adequate funds for BADESUL shall have failed to perform any of its obligations under the BADESUL Project are available Agreement. (h) The FUNDOPIMES Law or the FUNDOPIMES Regulation shall have been repealed or amended to an extent which, in the Borrower from other sources on terms and conditions consistent with Bank’s opinion, shall adversely affect the obligations financial condition or operations of FUNDOPIMES or the carrying out of the Borrower under this AgreementProject.

Remedies of the Bank. Section 5.016.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with any of its obligations under its respective Participation Agreement or Coordination Agreement, as the case may be. (c) The Decrees Decree referred to in the definitions of FISDL and Program in under Section 1.02 (ka) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion of the Bank, the ability operations or financial condition of the Borrower or its ability to perform any of its obligations under this Agreement. (db) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDL. (e) The IADB Loan Agreement Guarantor shall have failed to perform any of its obli- gations under the Guarantee Agreement. (c) The Guarantor or the Borrower shall have failed to perform any of its respective obligations under the Performance Contract. (d) The proceeds of the financing provided under the Cofinanciers’ Loan Agreements shall not have become effective by October 12available to the Borrower before July 1, 2006, or such later date as the Bank may agree1998; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations obli- gations of the Borrower under this Agreement. (i) Subject to subparagraph sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan or grant shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 6.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) Any event specified in paragraph (a) of Section 6.01 of this Agreement shall occur. (b) Any event specified in paragraph (b) or (c) 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 Bank to the Guarantor or to the Borrower. (c) The event specified in paragraph (e) (i) B of Section 6.01 of this Agreement shall occur, subject to the provisions of paragraph (e) (ii) of said Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has Any Project Entity shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that a Project Entity will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred Any legal provision governing or applicable to in the definitions organization or operations of FISDL and Program in Section 1.02 (k) and (aa) any Project Entity or to the organization or operations of this Agreement or any provision thereof GMPH shall have been amended, . suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower any Project Entity or GMPH to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLa Project Entity or of GMPH or for the suspension of its operations, without the prior approval of the Bank. (e) The IADB Loan Agreement Borrower or any other authority having jurisdiction shall have failed granted additional management responsibilities to become effective by October 12, 2006, SAPH or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction made changes in SAPH senior management positions in charge of the Bank that adequate funds for Project so as to affect materially and adversely the ability of SAPH to perform any of its obligations under the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations Agreement. (f) Any of the Borrower under this AgreementContracts, the BNDA Agreement or the Accord de Retrocession shall have been suspended, waived, terminated or in any material respect amended, without the prior approval of the Bank. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan any grant, loan or credit made to the Borrower for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreementagreement providing thereof; or (B) the IADB Loan any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: : (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and and (B) adequate funds for the Project are available to the Borrower from other sources on terms term and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower and the Project Entity concerned; (b) the events specified in paragraphs (c) through (f) of Section 5.01 of this Agreement shall occur; and (c) the event specified in paragraph (g) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (g) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has CVDB shall have failed to comply with perform any of its obligations under the Subsidiary CVDB Project Agreement. (b) Any Participating Agency has As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that CVDB will be able to perform its obligations under the CVDB Project Agreement. (c) HUDC shall have failed to comply with perform any of its obligations under its respective Participation Agreement or Coordination the HUDC Project Agreement, as the case may be. (cd) The Decrees referred As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that HUDC will be able to in perform its obligations under the definitions HUDC Project Agreement. (e) Law No. 63 of FISDL and Program in Section 1.02 (k) and (aa) 1985 or Law No. 28 of this Agreement or any provision thereof 1992 shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in adversely the opinion operations or financial condition of CVDB or HUDC or their ability to carry out the Bank, Project or the ability of the Borrower CVDB or HUDC to perform any of its their obligations under this their respective Project Agreement. (df) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLCVDB or HUDC or for the suspension of their operations. (eg) The IADB Loan Agreement Cofinancing Agreements shall have failed to become effective by October 12July 31, 20061998, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project Cofinancing Proceeds shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; agreement providing therefor, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this underthis Agreement. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: (a) any events specified in paragraphs (a), (c), (e) and (f) of Section 5.01 of this Agreement shall occur; and (b) the event specified in paragraph (h) (i) (B) of Section 5.01 of this Agreement shall occur, subject to the proviso of paragraph (h) (ii) of that Section.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pl) of the General Conditions, the following additional events are specified: (a) FISDL has JPEPC shall have failed to comply with perform any of its obligations under the Subsidiary Project Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that JPEPC will be able to comply with any of perform its obligations under its respective Participation Agreement or Coordination the Project Agreement, as the case may be. (c) The Decrees referred to in the definitions Charter of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof JPEPC shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, adversely the ability of the Borrower JPEPC to perform any of its obligations under this the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLJPEPC or for the suspension of its operations. (e) The IADB Syndicated Loan Agreement Agreements shall have failed to become effective by October 12December 31, 2006, 1994 or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower or JPEPC from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement or the obligations of JPEPC under the Project Agreement. (f) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower or JPEPC to withdraw the proceeds of the IADB Loan any loan or grant made to the Borrower or JPEPC for the financing of the Project shall have been suspended, canceled cancelled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; thereof, or (B) the IADB Loan any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified, provided, however, that if the events referred to in paragraphs (e) and (f) of this Section shall have occurred and be continuing and relate only to SANEPAR, the suspension of the Borrower’s right to make withdrawals from the Loan Account may be limited by the Bank to withdrawals in respect of Project expenditures incurred or to be incurred in respect of Sub-projects carried out or to be carried out by SANEPAR or for technical assistance provided to SANEPAR: (a) FISDL has A Financial Agent shall have failed to comply with perform any of its obligations under set forth or referred to in this Agreement or the Subsidiary Financial Agency Agreement. (b) Any Participating Agency has failed As a result of events which have occurred after the date of this Agreement, an extraordinary situation shall have arisen which shall make it improbable that the Borrower or FAMEPAR or a Financial Agent will be able to comply with any of perform its obligations under its respective Participation Agreement set forth or Coordination Agreement, as the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the ability of the Borrower to perform any of its obligations under this Agreement. (dc) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of FISDLa Financial Agent or FAMEPAR or an Eligible Sub-borrower or FDU or for the suspension of their operations. (d) Any of the parties to the FAMEPAR Agreement, or a Technical Cooperation Agreement or a Participation Agreement or a Financial Agency Agreement shall have failed to perform any obligation of such party under any such Agreement. (e) The IADB Loan Agreement Tariff Law shall have been repealed or amended, or substituted by any other State or Federal Law, to an extent which, in the reasonable opinion of the Bank, shall adversely affect the financial condition or the operations of, or the adjustment of the rates for water supply or sewerage services by, SANEPAR. (f) SANEPAR shall have failed to become effective by October 12, 2006, or such later date as the Bank may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the IADB Loan Agreement; or (B) the IADB Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available Agreement. (g) The FDU law or the FDU Regulation shall have been repealed or amended to an extent which, in the Borrower from other sources on terms and conditions consistent with Bank’s opinion, shall adversely affect the obligations financial condition or operations of FDU or the carrying out of the Borrower under this AgreementProject.

Remedies of the Bank. Section 5.01. Pursuant to Section 6.02 (pk) of the General Conditions, the following additional events are specified: (a) FISDL has that any Project State shall have failed to comply with any of its obligations under the Subsidiary Agreement. (b) Any Participating Agency has failed to comply with perform any of its obligations under its respective Participation Project State Agreement or Coordination Agreement, as to comply with the case may be. (c) The Decrees referred to in the definitions of FISDL and Program in Section 1.02 (k) and (aa) of this Agreement or any provision thereof shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion terms of the BankPNS Manual. In such a case, the ability Bank may, after consultation with and by notice to the Borrower and Guarantor, only suspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account for expenditures incurred by the Project State in question. At the request of the Borrower and the Guarantor, the Bank may reallocate Loan proceeds subject to such suspension to Project States which are in compliance with their Project State Agreements and with the terms of the PNS Manual; (b) that any Participating Municipality shall have failed to perform any of its obligations under this its respective Municipal Solidarity Fund Agreement.. In such a case, the Bank may, after consultation with and by notice to the Borrower and the Guarantor, only suspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account for expenditures incurred by the Participating Municipality in question. At the request of the Borrower and the Guarantor, the Bank may reallocate Loan proceeds subject to such suspension to Participating Municipalities which are in compliance with their Municipal Solidarity Fund Agreements; (c) the Federal Decentralization Program or any part thereof shall have not been implemented or any situation has arisen which shall make it improbable that such program, or any part thereof, will be implemented; (d) The Borrower any situation has arisen which shall make it improbable that a Project State Program, or any part thereof, shall be implemented; (e) that the Guarantor or any other authority having jurisdiction shall have taken any action for which may materially and adversely affect the dissolution implementation of the Project or disestablishment of FISDL.any Part thereof; and (ef) The IADB Loan Agreement shall that the Bank, the Guarantor and the State of Chiapas have failed to become effective by October 12reach an agreement in respect of any of the annual operational programs for the execution of the Lacandona Protection Plan referred to in Section 3.05 (a) (ii) of the Guarantee Agree- ment. In such a case, 2006, or such later date as the Bank suspension may agree; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes be limited to the satisfaction State of the Bank that adequate funds for the Project are available to the Borrower from other sources on terms Chiapas, and conditions consistent with the obligations reallocation allowed, just as under Section 5.01 (a) of the Borrower under this Agreement. Section 5.02. Pursuant to Section 7.01 (ih) Subject of the General Conditions, the following additional events are specified: (a) that the suspension referred to subparagraph in Section 5.01 (iia) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the IADB Loan made to the Borrower for the financing of the Project Agreement shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms effect for all Project States simultaneously for a continuous period of the IADB Loan Agreement; or90 days; (Bb) that the IADB Loan shall have become due and payable prior suspension referred to the agreed maturity thereof. in Section 5.01 (ii) Subparagraph (ib) of this paragraph Agreement shall not apply if the Borrower establishes to the satisfaction have been in effect for 85 Participating Municipalities simultaneously for a continuous period of 90 days; and (c) any of the Bank that: events specified in Section 5.01 (Ac), (e) such suspension, cancellation, termination or prematuring is not caused by the failure (f) of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this AgreementAgreement shall occur.