Conformed Copy - C2529 - Second Rural Savings and Loan Cooperatives Rehabilitation Project - Development Credit Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2529 BEN Development Credit Agreement (Second Rural Savings and Loan Cooperatives Rehabilitation Project) between REPUBLIC OF BENIN and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated September 3, 1993 CREDIT NUMBER 2529 BEN DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated September 3, 1993, between REPUBLIC OF BENIN (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS: (A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; (B) the Borrower has obtained from the Government of the Swiss Confederation (Switzerland) a non-reimbursable contribution (the Swiss Contribution) in an amount of three million Swiss francs (SwF 3,000,000) to assist in financing the Project on the terms and conditions set forth in an agreement (the Swiss Contribution Agreement) between the Borrower and Switzerland; (C) Switzerland has appointed the Association to administer the Swiss Contribution in accordance with the provisions of a Procedural Arrangement, dated April 9, 1987 (the Arrangement) between Switzerland and the Association, and the Association has accepted such appointment; (D) the Borrower intends to contract from other sources (the Cofinanciers) grants or credits (the Cofinancing) in an amount equivalent to $4,300,000 to assist in financing the Project on the terms and conditions set forth in various agreements (the Cofinancing Agreements) to be entered into between the Borrower and the Cofinanciers; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions set forth in this Page 2 Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, with the last sentence of Section 3.02 deleted (the General Conditions) constitute an integral part of this Agreement. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "the CLCAMs" means Caisses Locales de Credit Agricole Mutuel, local branches of the rural savings and loan cooperatives of Benin; (b) "the URCLCAMs" means Unions Regionales des Caisses Locales de Credit Agricole Mutuel, the regional unions of the CLCAMs to be established under Part B of the Project; (c) "the Federation" means the federation of the URCLCAMs to be established under Part A of the Project; (d) "the Technical Secretariat" means the Technical Secretariat of the Federation; (e) "Network" means, collectively, the CLCAMs, the URCLCAMs, the Federation and the Technical Secretariat which, altogether, constitute the mutualist system; (f) "College des Presidents" means the council of presidents of the Caisses Regionales des Credits Agricoles Mutuels, the regional branches of the rural savings and loan cooperatives of Benin; (g) "the CPU" means the Central Project Unit established to supervise and coordinate the execution of the Rural Savings and Loan Rehabilitation Project (Credit No. 2086 BEN) financed partly under a Development Credit Agreement between the Borrower and the Association dated June 11, 1990; (h) "Statement of Policy" means the document adopted by the College des Presidents on February 7, 1993, as modified on March 17, 1993 by the College des Presidents, containing the general policy of the Network, its operating procedures and the Statutes of the Federation; (i) "Special Account" means either of the accounts referred to in Section 2.02 (c) of this Agreement and "Special Accounts" means both such accounts collectively; (j) "CFAF" means Franc de la Communaute Financiere Africaine, the common currency of the Borrower and other members of the West African Monetary Union; and (k) "Swiss Contribution Account" means the account established by Switzerland for the purpose of the Swiss Contribution. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, an amount in various currencies equivalent to two million eight hundred thousand Special Drawing Rights (SDR 2,800,000). Section 2.02. (a) The amount of the Credit and the amount of the Swiss Contribution may be withdrawn from the Credit Account and the Swiss Contribution in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds Page 3 of the Credit and the Swiss Contribution. (b) Except as Switzerland and the Association shall otherwise agree, the allocation and withdrawal of the Swiss Contribution shall be governed, mutatis mutandis, by the provisions of the General Conditions. (c) The Borrower shall, for the purposes of the Project, cause the Federation to open and maintain in CFAF two special deposit accounts, an "IDA Special Account" for the Credit and a "Swiss Special Account" for the Swiss Contribution, both in a bank or banks acceptable to the Association on terms and conditions satisfactory to the Association, including appropriate protection against set-off, seizure or attachment. Deposits into, and payments out of, the Special Accounts shall be made in accordance with the provisions of Schedule 4 to this Agreement. Section 2.03. The Closing Date shall be June 30, 1999 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the principal amount of the Credit not withdrawn from time to time, at a rate to be set by the Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 of 1%) per annum. (b) The commitment charge shall accrue: (i) from the date sixty days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or cancelled; and (ii) at the rate set as of the June 30 immediately preceding the accrual date or at such other rates as may be set from time to time thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be applied from the next payment date in that year specified in Section 2.06 of this Agreement. (c) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment charges and service charges shall be payable semiannually on May 15 and November 15 in each year. Section 2.07. (a) Subject to paragraphs (b) and (c) below, the Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each May 15 and November 15 commencing November 15, 2003 and ending May 15, 2033. Each installment to and including the installment payable on May 15, 2013 shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount. (b) Whenever: (i) the Borrower's gross national product per capita, as determined by the Association, shall have exceeded $790 in constant 1985 dollars for five consecutive years; and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, the Association may, subsequent to the review and approval thereof by the Executive Directors of the Association and after due consideration by them of the development of the Borrower's economy, modify the terms of repayment of installments under paragraph (a) above by requiring the Borrower to repay twice the amount of each such installment not yet due until the principal amount of the Credit shall have been repaid. If so requested by the Borrower, the Association may revise such modification to include, in lieu of some or all of the increase in the amounts of such installments, the payment of interest at an annual rate agreed with the Association on the principal amount of the Credit withdrawn and outstanding from time to time, provided that, in the judgment of the Association, such revision shall not change the grant element obtained under the above-mentioned repayment modification. (c) If, at any time after a modification of terms pursuant to paragraph (b) above, the Association determines that the Borrower's economic condition has deteriorated significantly, the Association may, if so requested by the Borrower, further modify the terms of repayment to conform to the schedule of installments as provided in paragraph (a) above. Page 4 Section 2.08. The currency of the French Republic is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement and, to this end, shall cause the Federation to carry out the Project with due diligence and efficiency and in conformity with appropriate practices and shall provide promptly as needed, the funds, facilities, services and other resources required for the Project. (b) The Borrower shall make the proceeds of the Credit available to the Federation as a grant. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods and consultants' services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. The Borrower shall: (a) not later than December 31, 1993 or such later date as the Association shall agree, cause the CLCAMs to establish the Federation in accordance with the Statement of Policy and in a form acceptable to the Association; and (b) upon establishment of said Federation, convert the CPU into a Technical Secretariat of such Federation. Section 3.04. Without limitation upon the provisions of Section 9.01 of the General Conditions, the Borrower and the Association shall carry out a mid-term evaluation of the progress achieved in carrying out the Project not later than September 30, 1996. The recommendations of such evaluation, once approved by the Borrower and the Association, shall be implemented by the Borrower with due diligence. The review shall cover, inter alia: (a) management of the Project; and (b) progress made in achieving Project objectives, in particular, the networks's progress towards achieving financial viability, adequacy of its operational policies, sustainability of its institutional structure and management, and the adequacy of the percentages of expenditures financed by the Credit as set forth under Schedule 1 to this Agreement with respect to the financial performance of the network. Section 3.05. The Borrower shall: (a) cause the performance of the Financial Controller and the Executive Secretary of the Federation to be reviewed by the Board of Directors of the Federation by September 30, 1994; and (b) not later than three months after the Board of Directors' recommendation shall have been accepted by the Association, cause the Technical Secretariat to implement such recommendation. Section 3.06. The Borrower shall: (a) cause the Network to conduct its operations in accordance with the lending policies set forth in the Statement of Policy; (b) allow the Network full autonomy in: (i) the hiring, dismissal and remuneration of its staff subject to the Borrower's employment and labor laws; and (ii) the determination of interest rates in savings and loan transactions subject to the Borrower's usury laws; (c) take all required steps to prevent interference by any of its local or regional political and administrative authorities in the financial and credit operations of the CLCAMs; and (d) throughout the execution of the Project, exempt from any taxes the interest revenue earned on the pooled liquidity resources of the CLCAMs. Section 3.07. The Borrower shall, by December 31, 1993, establish and thereafter maintain throughout the execution of the Project, a Comite de Concertation composed of representatives of the Borrower, the Federation and the Cofinanciers to resolve issues Page 5 concerning the application of the Statement of Policy and the execution of the Project. Section 3.08. The Borrower shall cause the Federation to furnish to the Association in each year: (a) by August 15, a draft annual work program and budget for the subsequent fiscal year for approval. The draft annual work program shall include details of: (i) the training program; (ii) monitoring targets; (iii) commitments and expected disbursements; and (iv) major issues regarding project implementation; and (b) by September 30, a final annual work program and budget acceptable to the Association. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower shall maintain, and cause the Network to maintain, records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof and of the Network. (b) The Borrower shall and shall cause the Network to: (i) have the records and accounts referred to in paragraph (a) of this Section, including those for the Special Accounts, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association, as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall and shall cause the Network to: (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made; and (iii) enable the Association's representatives to examine such records. ARTICLE V Remedies of the Association Section 5.01. Pursuant to Section 6.02 (h) of the General Conditions, the following additional events are specified: (a) Loi number 89-014 dated May 12, 1989, of the Borrower has been amended, suspended, abrogated or repealed so as to affect materially and adversely the ability of the CLCAMs to carry out the Project or their operations; (b) the Statement of Policy shall have been amended, suspended, abrogated or repealed without the prior approval of the Association; and Page 6 (c) (i) Subject to subparagraph (ii) of this paragraph: (A) The right of the Borrower to withdraw the proceeds of any loan or grant made to the Borrower for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms thereof; or (B) 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 Association 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 (d) of the General Conditions, the following additional events are specified: (a) the event in paragraph (c) (i) (B) of Section 5.01 shall occur, subject to the proviso of paragraph (c) (ii); and (b) any event specified in paragraphs (a) and (b) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as additional condition to the effectiveness of this Agreement within the meaning of Section 12.01 (b) of the General Conditions, namely, that the Borrower and the College des Presidents have executed a Subsidiary Agreement acceptable to the Association. Section 6.02. The following is specified as an additional matter, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association, namely, that the Subsidiary Agreement has been duly authorized by the Borrower and the College des Presidents, has been duly executed and delivered in their name and is legally binding upon the Borrower and the College des Presidents in accordance with its terms. Section 6.03. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.04. In the event that Switzerland or the Association decides to terminate the functions of the Association as Administrator pursuant to paragraph 5 of the Arrangement, the Association shall notify the Borrower promptly of the date on which Switzerland shall assume the rights and obligations of the Association as Administrator under this Agreement. ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance P.O. Box 302 Cotonou, Benin Cable address: Telex: Page 7 MINFINANCES MINFIN 5009 or Cotonou 5289 Fax: 30 1851 31 5356 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF BENIN By /s/ Candide Pierre Ahouansou Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Olivier Lafourcade Acting Regional Vice President Africa SCHEDULE 1 Withdrawal of the Proceeds of the Credit and the Swiss Contribution 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit and the Swiss Contribution, the allocation of the amounts of the Credit and the Swiss Contribution to each Category and the percentage of expenditures for items so to be financed in each Category: Amount Swiss of the Contri- Credit bution % of Allocated Allocated Expendi- (Expressed (Expressed in tures in SDR Swiss Francs to be Category Equivalent) Equivalent) Financed (1) Development 500,000 60% for costs of expenditures the URCLAMs incurred up to December 31, Page 8 1994; 50% for expenditures incurred up to December 31, 1995; 40% for expenditures incurred up to December 31, 1996; 35% for expenditures incurred up to December 31, 1997; and 30% thereafter. (2) Development 2,100,000 85% cost of the Federation (3) Consultants' 3,000,000 100% services (4) Unallocated 200,000 TOTAL 2,800,000 3,000,000 2. For the purposes of this Schedule the term "development cost" means expenditures for contractual staff salaries, vehicles' maintenance, materials, office supplies, training and services. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement. SCHEDULE 2 Description of the Project The objective of the Project is to further strengthen the mutual rural financial intermediation system in the territory of the Borrower and the institutions of such system. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Association may agree upon from time to time to achieve such objective: Part A: Establishment of the Federation and conversion of the CPU into the Technical Secretariat in order to provide overall management, guidance, monitoring and financial control services to the Federation. Part B: Establishment of the URCLCAMs and strengthening of their capacity to provide development services to the CLCAMs with respect to accounting and financial management, training of staff and promotion of the mutualist network. * * * The Project is expected to be completed by December 31, 1998. SCHEDULE 3 Procurement and Consultants' Services Section I. Procurement of Goods Part A: International Competitive Bidding 1. Except as provided in Part C hereof, goods shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published Page 9 by the Bank in May 1992 (the Guidelines). 2. To the extent practicable, contracts for materials and office equipment shall be grouped in bid packages estimated to cost the equivalent of $100,000 or more each. Part B: Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A hereof, goods manufactured in the Republic of Benin may be granted a margin of preference in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto. Part C: Other Procurement Procedures 1. Materials and office equipment estimated to cost less than the equivalent of $100,000 per contract up to an aggregate amount not to exceed the equivalent of $1,000,000, may be procured on the basis of competitive bidding advertised locally in accordance with procedures satisfactory to the Association. 2. Materials and office equipment estimated to cost less than the equivalent of $30,000 per contract, up to an aggregate amount not to exceed the equivalent of $1,000,000, may be procured under contracts awarded on the basis of comparison of price quotations solicited from a list of at least three suppliers eligible under the Guidelines, in accordance with procedures satisfactory to the Association. Part D: Review by the Association of Procurement Decisions 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract for materials and office equipment estimated to cost more than the equivalent of $30,000 the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association pursuant to said paragraph 2 (d) shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the preceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Association pursuant to said paragraph 3, shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 4 to this Agreement. 2. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines. Section II. Employment of Consultants In order to assist the Borrower and the Federation in carrying out the Project, the Borrower shall or shall cause the Federation to employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. SCHEDULE 4 Special Accounts 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1) and (2) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (b) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Credit and the Swiss Contribution allocated from time to time Page 10 to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and (c) the term "Authorized Allocation" means: (i) an amount equivalent to CFAF 100,000,000 to be withdrawn from the Credit Account and deposited into the IDA Special Account; and (ii) an amount equivalent to CFAF 50,000,000 to be withdrawn from the Swiss Contribution Account and deposited into the Swiss Special Account, all pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of a Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Association has received evidence satisfactory to it that a Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish such Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Association a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and the Swiss Contribution Account and deposit into the appropriate Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Association requests for deposits into the Special Account at such intervals as the Association shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Association the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Association shall, on behalf of the Borrower, withdraw from the Credit Account or the Swiss Contribution Account and deposit into the appropriate Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Association from the Credit Account or the Swiss Contribution Account under the respective eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Association shall reasonably request, furnish to the Association such documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Association shall not be required to make further deposits into either Special Account: (a) if, at any time, the Association shall have determined that all further withdrawals should be made by the Borrower directly from the Credit Account or the Swiss Contribution Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or (b) once the total unwithdrawn amount of the Credit or the Swiss Contribution allocated to the eligible Categories, less the amount of any outstanding special commitment entered into by the Association pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Credit Account or the Swiss Contribution Account of the remaining unwithdrawn amount of the Credit allocated to the eligible Categories shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Association shall have determined at any time that any payment out of the Special Account: (i) was made for an expenditure or in an amount not eligible Page 11 pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Association, the Borrower shall, promptly upon notice from the Association: (A) provide such additional evidence as the Association may request; or (B) deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Association shall otherwise agree, no further deposit by the Association into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Association shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Association, refund to the Association such outstanding amount. (c) The Borrower may, upon notice to the Association, refund to the Association all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Association made pursuant to paragraph 6 (a), (b) and (c) of this Schedule shall be credited to the Credit Account or the Swiss Contribution Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.