General Conditions for Public Sector Loans April 2025

OPEC Fund General Conditions for Public Sector Loans

April 2025

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

THE OPEC FUND FOR INTERNATIONAL DEVELOPMENT General Conditions for Public Sector Loans

April 2025

TABLE OF CONTENTS

Article 1

PRELIMINARY PROVISIONS ................................................................................................................................ 7 1.01 Name and Purpose ...................................................................................................................................... 7 1.02 Application ...................................................................................................................................................... 7 1.03 Conflict with Loan Agreement .............................................................................................................. 7 DEFINITIONS AND INTERPRETATION .......................................................................................................... 8 2.01 Definitions ........................................................................................................................................................ 8 2.02 Interpretation ................................................................................................................................................. 11 EFFECTIVENESS ...................................................................................................................................................... 12 3.01 Date of Effectiveness ............................................................................................................................... 12 3.02 Event before Effectiveness ................................................................................................................... 12 COVENANTS AND EXEMPTIONS ................................................................................................................... 12 4.01 Loan Priority ................................................................................................................................................. 12 4.02 Liens .................................................................................................................................................................. 12 4.03 Excepted Liens ............................................................................................................................................ 12 4.04 On-Lending/Transfer of Loan Proceeds ......................................................................................... 13 4.05 Fraud and Corruption .............................................................................................................................. 13 4.06 Exemption from Taxes ............................................................................................................................. 13 4.07 Confidentiality ............................................................................................................................................. 13 4.08 Expropriation and Similar Measures ................................................................................................. 13 FINANCIAL AND OTHER TERMS .................................................................................................................... 13 5.01 Loan Account ............................................................................................................................................... 13 5.02 Interest; Computation of Interest and Other Charges ............................................................ 13 5.03 Commitment Fees; Front-End Fees ................................................................................................. 14 5.04 Financial and Economic Data .............................................................................................................. 14 5.05 Prepayment ................................................................................................................................................... 14 5.06 Repayment .................................................................................................................................................... 14 5.07 Place and Currency of Payment ......................................................................................................... 14 5.08 Business Day ................................................................................................................................................. 14 5.09 Bank Charges ............................................................................................................................................... 15 WITHDRAWAL OF LOAN PROCEEDS .......................................................................................................... 15 6.01 Withdrawal for Eligible Expenditures .............................................................................................. 15 6.02 Application for Withdrawal ................................................................................................................... 15 6.03 Withdrawal Conditions ............................................................................................................................ 15 6.04 Currency of Withdrawal .......................................................................................................................... 15 6.05 Special Commitment ................................................................................................................................ 15 6.06 Refund After Withdrawal ....................................................................................................................... 16 6.07 Sanctions ........................................................................................................................................................ 16 6.08 Withdrawal End Date ............................................................................................................................... 16

Article 2

Article 3

Article 4

Article 5

Article 6

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

Article 7

PROJECT EXECUTION ......................................................................................................................................... 16 7.01 Execution Standard ................................................................................................................................... 16 7.02 Insurance ......................................................................................................................................................... 17 7.03 Procurement and Use of Goods .......................................................................................................... 17 7.04 Project Documents ..................................................................................................................................... 17 7.05 Project Records, Information, Visits and Audit ............................................................................ 17 7.06 Cooperation and Consultation in Project Implementation ................................................... 18 7.07 Projects in Disputed Areas .................................................................................................................... 18 7.08 Application to Executing Agency ...................................................................................................... 18 7.09 Refund of Unutilized Loan Proceeds ............................................................................................... 19 LOAN ADMINISTRATOR ...................................................................................................................................... 19 8.01 Privileges of Loan Administrator ........................................................................................................ 19 8.02 Consultation in Respect of Loan Administration and the Loan Agreement ................ 19 8.03 Incorporation of Loan Administrator’s Conditions in Loan Agreement ......................... 19 SUSPENSION, CANCELLATION AND ACCELERATION OF MATURITY ..................................... 19 9.01 Suspension .................................................................................................................................................... 19 9.02 Cancellation .................................................................................................................................................. 21 9.03 Loan Acceleration ...................................................................................................................................... 21 9.04 Effectiveness of Provisions after Suspension, Cancellation or Acceleration .............. 22 9.05 Amounts Subject to Special Commitment .................................................................................. 22

Article 8

Article 9

Article 10 PRIORITY OF LEGAL AGREEMENT AND GOVERNING LAW; OBLIGATIONS OF THE GUARANTOR; ENFORCEABILITY;

AND DISPUTE RESOLUTION ........................................................................................................................... 22 10.01 Priority of Legal Agreement and Governing Law ..................................................................... 22 10.02 Obligations of the Guarantor .............................................................................................................. 22 10.03 Enforceability .............................................................................................................................................. 22 10.04 Dispute Resolution ................................................................................................................................... 22 Article 11 MISCELLANEOUS ................................................................................................................................................... 24 11.01 Execution of the Legal Agreement .................................................................................................. 24 11.02 Failure to Exercise Rights ..................................................................................................................... 24 11.03 Notices and Requests ............................................................................................................................. 24 11.04 Authority to Take Action ....................................................................................................................... 24 11.05 Amendment ................................................................................................................................................. 24 11.06 English Language ...................................................................................................................................... 24 11.07 Termination ................................................................................................................................................... 24

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

OPEC Fund General Conditions for Public Sector Loans April 2025

Article 1 PRELIMINARY PROVISIONS

1.01 Name and Purpose These General Conditions set forth certain terms and conditions generally applicable to Legal Agreements under the OPEC Fund’s public sector lending window and shall be referred to as “OPEC Fund General Conditions for Public Sector Loans, April 2025”. 1.02 Application The General Conditions shall apply to any public sector Legal Agreement to such extent, and subject to such modifications, as may be provided in the relevant Legal Agreement. In particular, in these General Conditions, the following terms shall apply as follows: (a) “Service Charges” shall apply to Legal Agreements in which such charges are payable by the Borrower. Where no such charges are payable, the term shall be disregarded; (b) “front-end fee”, “commitment fee” and any other fees or charges shall apply, respectively, to Legal Agreements in which they are stated to be payable by the Borrower. Where no such fees or charges are payable, the terms shall be disregarded; (c) “Loan Administrator” shall apply to Loans that are administered by a Loan Administrator other than OPEC Fund. Where a Loan is administered by OPEC Fund, Article 8 as well as any reference to “Loan Administrator” shall be disregarded; and (d) the terms “Guarantee Agreement” and “Guarantor” shall apply to Loans extended to state-owned entities, sub-nationals, political sub-divisions, or similar eligible legal enti- ties, and guaranteed by the sovereign entity. 1.03 Conflict with Legal Agreements In case of conflict or variance between any provision in these General Conditions and a provision in any Legal Agreement, the relevant provision in the Legal Agreement shall govern.

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OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

Article 2 DEFINITIONS AND INTERPRETATION

2.01 Definitions Except where the context otherwise requires, the following terms have the following meanings wher- ever used in these General Conditions or in the Legal Agreement:

(a) “Authorized Representative” means the person or entity named as such in the Legal Agreement that is duly authorized to represent the Borrower or Guarantor and to take any binding action on behalf of the Borrower or Guarantor in connection with the Legal Agreement; (b) “Authorized Signatory” means a person who is designated by the Borrower or the Authorized Representative to approve and/or sign withdrawal applications or take any other action on behalf of the Borrower; (c) “Board” means the Governing Board of OPEC Fund; (d) “Borrower” means the sovereign or other eligible legal entity that the OPEC Fund extends a loan to, as specified in the Legal Agreement signed with such entity. Where the context requires, this shall include the recipient of a loan and grant under a Financing Agreement; (e) “Business Day” means a day: (i) on which commercial banks and foreign exchange markets settle payments in Dollars in New York; (ii) (in relation to the fixing of an inter- est rate) which is a US Government Securities Business Day; and (iii) on which the OPEC Fund is open for business in Vienna, Austria; (f) “Closing Date” means the date specified in the Legal Agreement as the date on which the Borrower’s right to request withdrawals from the Loan Account shall terminate, or any extension of such date as OPEC Fund may determine pursuant to Section 6.08; (g) “Coercive Practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party in order to influence improperly the actions of a party; (h) “Collusive Practice” means an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party; (i) “Contract” means any contract for the procurement of a certain class of Goods, including, inter alia , works, equipment, or professional services and other services; (j) “Corrupt Practice” means the offering, giving, receiving or soliciting directly or indirectly anything of value to influence improperly the action of other party in the procurement of Goods or the execution of a Contract, and includes, inter alia , bribery, extortion or coer- cion that involve threat of injury to person, property or reputation; (k) “Date of the Agreement” means the date on which the Legal Agreement is signed by the parties; (l) “Date of Effectiveness” means the date defined in Section 3.01; (m) “Disbursement Letter” means the letter issued by the OPEC Fund to the Borrower pursu- ant to Section 6.01; (n) “Electronic Means” means the generation, sending, receiving, storing or otherwise pro- cessing of a document or of any information by electronic, magnetic, optical or similar

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

means acceptable to OPEC Fund, including but not limited to, electronic data inter- change, electronic mail, telecopy or the OPEC Fund client portal; (o) “Eligible Expenditure” means any expenditure financed out of the proceeds of the Loan; provided that OPEC Fund has ascertained that the payment for such expenditure is: (i) for financing reasonable cost of Goods as described in Schedule 2 of the applicable Legal Agreement; and (ii) made on or after the Eligible Expenditure Commencement Date and prior to the Project Completion Date; (p) “Eligible Expenditure Commencement Date” means the date on which the Loan is approved by the Board or any other date specified in the applicable Legal Agreement, being the date after which any expenditure for financing reasonable cost of Goods shall prima facie constitute Eligible Expenditure; (q) “Excluded Expenditure” means any activity contained on the OPEC Fund’s environmental and social exclusion list, as may be modified from time to time by the OPEC Fund; (r) “Executing Agency” means, where the Borrower is a sovereign entity, the government department or other legal entity or institution identified in the Legal Agreement as the agency that will execute the Project; (s) “External Debt” means any debt which is or may become payable other than in Local Currency; 1 (t) “Financing Agreement” means the agreement signed between the OPEC Fund and the recipient of a loan and grant; (u) “Fraudulent Practice” is any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation; (v) “Goods” means equipment, supplies, works and professional and other services required for the execution of the Project activities; (w) “Government” means the central government of the Project Country; (x) “Guarantee Agreement” means the agreement entered into between the OPEC Fund and the Project Country guaranteeing the Loan provided to a state-owned entity, sub-na- tional, political sub-division, or similar eligible legal entity; (y) “Guarantor” means the Project Country that is party to the Guarantee Agreement; (z) “Internal Debt” means the Borrower’s local debt or debt which is or may become payable in Local Currency; (aa) “Legal Agreement” means the Loan Agreement, Financing Agreement, Guarantee Agreement, or such other agreement signed with respect to a financing; (bb) “Lien” means, inter alia , mortgages, pledges, charges, privileges and priority of any kind; (cc) “Loan” means the loan provided for in the Legal Agreement; (dd) “Loan Administrator” means the financial institution named in the Legal Agreement, which shall administer the Loan on such terms as may be agreed upon between such loan administrator and OPEC Fund; (ee) “Loan Agreement” means the loan agreement between OPEC Fund and the Borrower,

1 This definition may not apply in cases where the Borrower adopts/uses a foreign currency as Local Currency. In such cases, OPEC Fund and the Borrower will agree on a definition for the purpose of the specific Loan.

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

which term shall include these General Conditions as applied thereto, and all Schedules and agreements supplemental to the loan agreement; (ff) “Loan Currency” means the currency in which the Loan is denominated from time to time; (gg) “Loan Handbook” means the OPEC Fund Disbursement Procedures approved in November 2020 (as amended from time to time), a copy of which was furnished to the Borrower on the Date of the Agreement; (hh) “Loan Proceeds” means the funding provided by OPEC Fund pursuant to the Legal Agreement. This shall not be construed to include grants extended to the Borrower under the same Legal Agreement; (ii) “Local Currency” means the currency of the Project Country; (jj) “OPEC Fund” means the OPEC Fund for International Development, established by the Member States of the Organization of the Petroleum Exporting Countries (OPEC) by virtue of the Agreement signed in Paris on January 28, 1976, as amended on March 4, 2024; (kk) “OPEC Fund Account” means such bank account the particulars of which shall be com- municated by OPEC Fund to the Borrower from time to time; (ll) “Procurement Documents” means all documents relating to the procurement of Goods, including bidding documents, bids, bids evaluation reports, contracts, and any related supporting documents; (mm) “Procurement Framework” means the ‘Procurement Guidelines’ for Loans extended by OPEC Fund approved on November 2, 1982 (or such other document that succeeds the guidelines, as amended from time to time), a copy of which was furnished to the Borrower on the Date of the Agreement; (nn) “Project” means the project or program for which the Loan or other financing is provided as described in Schedule 1 of the Legal Agreement or, as the context may require, any part of the project or program; (oo) “Project Completion Date” means the date specified in the Legal Agreement on which the implementation of the Project is to be completed, or such later date as the OPEC Fund may designate by notice to the Borrower; (pp) “Project Country” means the country where the Project is to be executed; (qq) “Project Results Framework” means a list of key quantitative output and outcome indica- tors, as defined by the OPEC Fund for each project in coordination with the Borrower and any co-financiers, describing inter alia the main expected Project outputs and outcomes; (rr) “Public Assets” means the assets of the Borrower or of any political or administrative subdivision thereof or of any entity owned or controlled by or operating for the account or benefit of the Borrower, or any such subdivision, including gold and other foreign exchange assets held by any institution performing the functions of a central bank, exchange stabilization fund or similar functions, for the Borrower; (ss) “Public Debt” means Internal Debt and External Debt; (tt) “Reference Rate” means, for any Interest Period (as defined in the Legal Agreement), SOFR, and if that rate is less than zero, the Reference Rate shall be deemed to be zero; (uu) “Relevant Rate Page” means the display page designated by an established financial market data provider selected by the OPEC Fund as the page for the purpose of display- ing at customary publication times the Reference Rate;

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

(vv) “Schedule” means a schedule in the Legal Agreement; (ww) “Service Charge” means, with respect to certain Loans, a charge at the rate specified in the Legal Agreement, which shall be paid by the Borrower in respect of the principal amount of the Loan withdrawn and outstanding. The purpose of the Service Charge is to cover OPEC Fund’s expenses related to the Loan; (xx) “SOFR” means in respect of any Interest Period, the Secured Overnight Financing Rate for the period, as defined in the applicable Legal Agreement; (yy) “State” means a sovereign entity or a political or administrative sub-division thereof; (zz) “Taxes” mean, inter alia , imposts, levies, fees and duties of any nature, whether in effect on the Date of the Agreement or thereafter imposed; and (aaa) “US Government Securities Business Day” means any day other than: (i) a Saturday or a Sunday; and (ii) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securi- ties. 2.02 Interpretation In these General Conditions and any Legal Agreement, unless the context otherwise requires: (a) the headings of the articles, sections, sub-sections, Schedules and the table of contents are inserted for reference only and shall not be taken into consideration in interpreting the General Conditions or the Legal Agreement; (b) words importing the singular include the plural and vice versa; (c) a reference to a party is a reference to a party to the Legal Agreement; a reference to an article or section in the Legal Agreement is a reference to that article or section in the Legal Agreement; and a reference to an article or section in the General Conditions is a reference to that article or section in these General Conditions; (d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of the General Conditions or the relevant Legal Agreement; and (e) capitalized terms have the meanings ascribed to them in these General Conditions.

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Article 3 EFFECTIVENESS

3.01 Date of Effectiveness After the Borrower or Guarantor has fulfilled the conditions of effectiveness stipulated in the Legal Agreement to the satisfaction of OPEC Fund, the Legal Agreement shall enter into full force and effect on a specified date as shall be communicated by OPEC Fund to the Borrower or Guarantor. The date so specified shall be the Date of Effectiveness of the Legal Agreement.

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

3.02 Event before Effectiveness (a) OPEC Fund shall not be obliged to declare the Legal Agreement effective if any event occurs before the Date of Effectiveness which would have entitled OPEC Fund to suspend the Borrower’s right to withdraw any amount of the Loan Proceeds pursuant to Section 9.01 had the Legal Agreement been effective. (b) OPEC Fund may declare the Legal Agreement effective when the event ceases to exist, unless the Legal Agreement is terminated pursuant to Section 11.07 (a) of these General Conditions.

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Article 4 COVENANTS AND EXEMPTIONS

4.01 Loan Priority The Borrower undertakes to ensure that no other External Debt shall have priority over the Loan with respect to the allocation, realization or distribution of foreign exchange held under the control or for the benefit of the Borrower. 4.02 Liens If any Lien shall be created on any Public Assets as security for any Public Debt, which will or might result in a priority for the benefit of the creditor of the Public Debt in the allocation, realization or distribution of foreign exchange or the Borrower’s funds, the Lien shall, ipso facto , and at no cost to OPEC Fund, equally and rateably secure the principal of, interest, Service Charges, front-end and/or commitment fees, and any other fees or charges on, the Loan, and the Borrower, in creating or per- mitting the creation of such Lien, shall make express provision to that effect; provided that if for any constitutional or other legal reason that provision cannot be made with respect to any Lien created on specific Public Assets, the Borrower shall promptly and at no cost to OPEC Fund secure the principal of, interest, Service Charges and front-end and/or commitment fees on, the Loan, by an equivalent Lien on other Public Assets satisfactory to OPEC Fund.

4.03 Excepted Liens The Borrower’s undertaking described in Section 4.02 shall not apply to:

(a) any Lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of that property or as security for the payment of debt incurred for the purpose of financing the purchase of such property; and (b) any Lien arising in the ordinary course of banking transactions and securing a debt matur- ing not more than one year after its date. 4.04 On-Lending/Transfer of Loan Proceeds Where the Loan Proceeds are agreed to be made available to an Executing Agency, the Borrower undertakes to OPEC Fund to on-lend or transfer the Loan Proceeds to such Executing Agency on loan, grant or other basis and in accordance with such terms and conditions as may be stipulated in the Legal Agreement.

4.05 Fraud and Corruption The Borrower irrevocably and unconditionally undertakes to OPEC Fund to ensure that the imple-

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

mentation of the Project (including but not limited to the procurement of Goods, the execution of any Contract, and disbursements), does not involve Corrupt Practice, Coercive Practice, Collusive Practice or Fraudulent Practice and that the Borrower shall put in place all necessary measures to prevent such practices. 4.06 Exemption from Taxes All Taxes in the Project Country, whether in connection with the execution, delivery or registration of the Legal Agreement or any supplementary agreement between the parties shall be borne by the Borrower or Guarantor, as the case may be. The principal of, interest, Service Charges and any other fees or charges on, the Loan, shall be paid without deduction for, and free from, any Taxes whatsoever. 4.07 Confidentiality All OPEC Fund documents, records, correspondence and similar material shall be considered as confi- dential by the Borrower and Guarantor, and shall be exempt from any form of disclosure in the Project Country, unless otherwise agreed by OPEC Fund. 4.08 Expropriation and Similar Measures OPEC Fund assets shall not be subject to any form of expropriation or nationalization, sequestration, custody or seizure in the Project Country. Similarly, the repayment of the principal and the payment of interest, Service Charges and any other fees or charges on the Loan shall not be prevented or hin- dered by restrictions, regulations, controls or moratoria of any kind imposed by virtue of any law or decree in the Project Country.

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Article 5 FINANCIAL AND OTHER TERMS

5.01 Loan Account The principal amount of the Loan shall be credited to an account opened in OPEC Fund’s books in respect of the Loan for the benefit of the Borrower (“Loan Account”). 5.02 Interest; Computation of Interest and Other Charges (a) Interest. Interest shall be payable on the principal amount of the Loan withdrawn and outstanding from time to time at the rate specified in the Legal Agreement. Interest shall accrue beginning on the respective dates on which amounts are withdrawn from the Loan Account. (b) Computation of Interest and Other Charges. Interest and other charges applicable to amounts of the Loan withdrawn and outstanding shall be computed on the basis of actual number of days elapsed/360-day year. 5.03 Commitment Fees; Front-End Fees If approved by OPEC Fund Governing Board, the Borrower shall pay: (a) commitment fees on the unwithdrawn amount of the Loan at the rate and on the terms specified in the Legal Agreement. (b) front-end fees at the rate specified in the Legal Agreement.

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

5.04 Financial and Economic Data The Borrower shall provide OPEC Fund with all such information as OPEC Fund shall reasonably request at any time until the Loan is fully repaid regarding the financial and economic conditions in its territory, including its balance of payments and External Debt and those of its political or administra- tive subdivisions and of any entity owned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivision, as well as those of any institution performing the functions of a central bank, exchange stabilization fund or similar functions for the Borrower. 5.05 Prepayment (a) The Borrower may, by not less than forty-five (45) days’ notice to OPEC Fund, prepay all or part of the principal amount of the Loan together with any outstanding interest, Service Charge, and any other fees or charges in advance of maturity. (b) In case of partial prepayment, OPEC Fund shall, at its discretion, revise the amortization schedule of the Legal Agreement in order that subsequent repayments shall be made as and when due in accordance with the new amortization schedule. (c) Prepayment Premium. OPEC Fund reserves the right to charge a prepayment premium on any amount of the Loan to be prepaid. The prepayment premium shall be an amount reasonably determined by OPEC Fund to represent the cost to OPEC Fund of redeploy- ing the amount to be prepaid from the date of prepayment to the maturity date of such amount, but shall in any case not exceed one per cent (1%) of the total amount to be prepaid. 5.06 Repayment The Borrower shall repay the principal amount of the Loan withdrawn and outstanding to OPEC Fund in instalments in accordance with the provisions of the Legal Agreement. 5.07 Place and Currency of Payment The Borrower shall prepay (as the case may be) or repay the principal, and pay the interest, Service Charges and any other fees or charges to OPEC Fund at such place as OPEC Fund may reasonably request. OPEC Fund may, in its sole discretion, request payment to be made in a currency other than the Loan Currency according to the market exchange rate prevailing at the time and place of payment. 5.08 Business Day All payments due under the Legal Agreement shall be effected on a Business Day. Where the day on or by which a payment is due to be made is not a Business Day, the payment shall be made on the next succeeding Business Day. 5.09 Bank Charges All charges imposed on payments due under the Legal Agreement shall be off-set based on a shared principle, whereby each party bears the charges imposed by its bank and the bank’s corresponding bank.

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OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

Article 6 WITHDRAWAL OF LOAN PROCEEDS

6.01 Withdrawal of Loan Proceeds After the Legal Agreement has been declared effective, and unless the Borrower and OPEC Fund otherwise agree, the Loan may be disbursed from time to time in accordance with the Disbursement Letter as well as relevant provisions of these General Conditions, the Legal Agreement and the Loan Handbook. 6.02 Application for Withdrawal Applications for withdrawal of the Loan Proceeds shall be prepared in conformity with the Loan Handbook and submitted in such a manner as OPEC Fund shall advise the Borrower. Where the Loan is administered by a Loan Administrator, applications for withdrawal shall be prepared: (a) in two original conformed copies, one of which shall be submitted to OPEC Fund by the Authorized Representative or Authorized Signatory of the Borrower and the other to the Loan Administrator; or (b) in such other manner as the OPEC Fund may request. Every withdrawal application shall be accompanied with such documents and other evidence sufficient in form and substance to satisfy OPEC Fund and, where applicable, the Loan Administrator, that the Borrower is entitled to withdraw the amount applied for and that the amount shall be used exclusively to cover the cost of Eligible Expenditure. 6.03 Withdrawal Conditions Notwithstanding any contrary provision in these General Conditions or the Legal Agreement, no dis- bursement shall be made unless all the disbursement conditions or requirements specified in the Legal Agreement, Disbursement Letter and/or Loan Handbook have been fulfilled to OPEC Fund’s satisfac- tion. 6.04 Currency of Withdrawal Except as OPEC Fund shall otherwise agree, Loan disbursements may be made in the currencies in which Eligible Expenditures have been paid or are payable. Where a withdrawal is requested in a cur- rency other than the Loan Currency, the disbursement shall be effected on the basis of the actual Loan Currency cost incurred by OPEC Fund in meeting the request. OPEC Fund shall act in the purchase of currencies as the Borrower’s agent. Disbursements for Eligible Expenditure in the Local Currency, if any, shall be made in the Loan Currency according to the official rate of exchange as of that date, and in the absence of such a rate, according to a reasonable rate as OPEC Fund shall, from time to time, decide upon. 6.05 Special Commitment At the Borrower’s request, OPEC Fund may, at its sole discretion, enter into special commitments in writing and on such terms and conditions as the Borrower and OPEC Fund shall agree upon to make eligible payments under the Loan in line with applicable provisions of the Loan Handbook (“Special Commitment”). 6.06 Refund After Withdrawal The Borrower shall, upon OPEC Fund’s request, refund to OPEC Fund Account any part of the with- drawn amount used to finance non-Eligible Expenditure or Excluded Expenditures within sixty (60) days of such request. 6.07 Sanctions OPEC Fund shall be under no obligation to make any disbursement under the Loan if: (a) such dis- bursement is prohibited or restricted by a decision of the United Nations Security Council or a deci- sion of any international or regional organization (and the Borrower shall notify OPEC Fund thereon);

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

(b) OPEC Fund encounters difficulty transferring the amount through its banking intermediaries; or (c) the disbursement is restricted further to any of OPEC Fund’s fiduciary or contractual obligations.

6.08 Withdrawal End Date The Borrower’s right to withdraw the Loan Proceeds shall terminate on the Closing Date or on such later date as OPEC Fund shall determine further to the Borrower’s request. The extended date shall promptly be communicated to the Borrower.

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Article 7 PROJECT EXECUTION

7.01 Execution Standard

(a) The Borrower shall: (i)

execute the Project with due diligence and efficiency and in conformity with: (A) sound administrative, economic, financial and technical practices, as well as agreed environmental and social plans and instruments, and the Project Results Framework; and (B) the provisions of the Legal Agreement and these General Conditions; (ii) make available, promptly as needed, the funds, facilities, services, land and other resources which are required in addition to the Loan, for the execution of the Project; (iii) ensure that the activities of its departments and agencies or units with respect to the execution of the Project are conducted and coordinated in accordance with sound administrative, economic, financial, social and environmental policies and procedures, including all applicable OPEC Fund policies; (iv) develop and maintain an accessible, transparent, and effective grievance redress mechanism; (v) promptly report any significant environmental or social incidents related to Project execution or proposed deviations from the agreed Project Results Framework; (vi) for Category A projects, engage an independent entity to monitor the environmen- tal and social aspects of the Project; and (vii) ensure that no amount of the Loan Proceeds is used for Excluded Expenditures. (b) The Guarantor shall not take or permit to be taken any action that would prevent or inter- fere with the execution of the Project or performance of the Borrower’s obligations under the Legal Agreement. 7.02 Insurance The Borrower undertakes to take out adequate insurance for the Goods to be procured under the Project against hazards incident to the acquisition, transportation, delivery and storage thereof to the place of use or installation. With respect to such Goods, any insurance indemnity shall be payable in a freely useable currency to replace or repair the Goods. In addition, the Borrower shall take out such other insurances on the Goods as OPEC Fund may reasonably request.

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

7.03 Procurement and Use of Goods (a)

Procurement of Goods . Except as OPEC Fund shall otherwise agree, the procurement of Goods shall be in conformity with the Procurement Framework or with such other pro- cedures conforming substantially thereto as may be acceptable to OPEC Fund, including the guidelines or other instruments of like effect issued by the Project Country, the Loan Administrator or co-financier. Where relevant, reference to the cost of Goods shall be deemed to include the cost of importing such Goods into the Project Country and deliv- ery to the Project site. (b) Use and Maintenance of Goods and Facilities. Any Goods procured under the Project shall be used exclusively for the purposes of the Project. The Borrower shall ensure the proper operation and maintenance of all Goods procured and facilities related to the Project. 7.04 Project Documents The Borrower shall furnish to OPEC Fund and, where applicable, to the Loan Administrator, promptly upon their preparation, the Procurement Documents, as well as the procurement plan, implementation schedule, financial management, fund flow arrangement, environmental and social safeguards docu- ments and any other Project-related technical document, as well as any material modifications thereof or additions thereto, in such detail as OPEC Fund and the Loan Administrator shall reasonably request.

7.05 Project Records, Information, Visits and Audit The Borrower and, where the context requires, the Guarantor shall:

(a) maintain records, policies and procedures adequate to record and monitor the progress of the Project on an on-going basis (including its cost and the benefits to be derived from it), to identify the Goods and to disclose their use in the Project and shall provide such records to OPEC Fund if requested; (b) maintain records adequate to reflect in accordance with sound and consistently main- tained accounting standards, the operations, resources and utilization of Eligible Expenditures and, where the Borrower is a State or a Government, of the departments or agencies of the Borrower responsible for the implementation of the Project and shall make such records available to OPEC Fund and the Loan Administrator upon request of either party; (c) afford representatives of OPEC Fund and the Loan Administrator (if any) reasona- ble opportunity (including providing, upon request, an entry visa to the country free of charge) to visit any part of its territory for purposes related to the Loan, including the Project facilities construction sites, and associated facilities and to examine any Goods and any records and documents related thereto; (d) furnish to OPEC Fund and the Loan Administrator all relevant Project information, quar- terly reports on Project implementation in accordance inter alia with the agreed Project Results Framework, environmental and social monitoring reports, as well as any other reports the OPEC Fund and the Loan Administrator shall reasonably request, concerning the Project in general, its implementation in conformity with the Legal Agreement, and proof of utilization of the Loan Proceeds for Eligible Expenditures. All such reports shall be in form and substance satisfactory to the OPEC Fund; (e) promptly after completion of the Project, but in any event not later than six (6) months after the Closing Date, or such later date as may be agreed for this purpose after consul- tation between the Borrower and the OPEC Fund and Loan Administrator, prepare and furnish to OPEC Fund and the Loan Administrator: (i) a Project completion report, in form and substance satisfactory to the OPEC Fund

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

and the Loan Administrator, detailing the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the perfor- mance by the Borrower and OPEC Fund of their respective obligations under the Legal Agreement, and the accomplishment of the purposes of the Loan. The report shall also include relevant Project background, details of achievement of Project outputs and outcomes as specified in the Project Results Framework, justification for any deviation from the framework, other observed Project benefits or adverse effects, updated financial and economic analysis, and any other information the OPEC Fund and Loan Administrator may reasonably request; and (ii) a plan designed to ensure the sustainability of the Project’s achievements; (f) audit the Project and, in particular, the Loan Proceeds in accordance with international accounting guidelines and principles, and furnish OPEC Fund with copies of the finan- cial statements of accounts, financial reports and audited financial statements as OPEC Fund may reasonably request, provided always that all reports to be provided to OPEC Fund pursuant to this Section shall be expressed in United States Dollars. By notice to the Borrower, OPEC Fund shall have the right to audit the utilization of the Loan Proceeds, and the Borrower undertakes to fully cooperate with OPEC Fund’s representatives in car- rying out this function; and (g) ensure that all records and documents referred to in this Section 7.05 are maintained for a minimum of five (5) years after Project completion. 7.06 Cooperation and Consultation in Project Implementation The Borrower, OPEC Fund and, where applicable, the Guarantor, shall cooperate fully with one another to ensure the achievement of the Project objectives. Specifically, they shall exchange views and infor- mation on the implementation of the Project and performance of the Loan and promptly inform each other of any condition that interferes with or threatens to interfere with performance of obligations under the Legal Agreements. 7.07 Projects in Disputed Areas Where a Project is being executed in an area that becomes disputed, neither the provision of the Loan to the Borrower nor the designation of the area in the Legal Agreement is intended to constitute an acknowledgment of either disputing party’s rights to the area nor a statement of opinion in relation to the dispute. The provision of the Loan is also not intended to be a determination of the rights of the disputing parties to such area. 7.08 Application to Executing Agency All references to the Borrower in Article 7 shall, mutatis mutandis , be construed as including refer- ences to the Executing Agency. 7.09 Refund of Unutilized Loan Proceeds Promptly after Project completion, but in any event not later than six (6) months after the Closing Date, or such later date as OPEC Fund may in its sole discretion agree to, the Borrower shall refund to OPEC Fund Account any withdrawn but unutilized balance of the Loan Proceeds.

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OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

Article 8 LOAN ADMINISTRATOR

8.01 Privileges of Loan Administrator Where a Loan is administered by a Loan Administrator, the Borrower shall, in addition to discharging any obligations toward such Loan Administrator as provided for in these General Conditions: (a) cooperate fully with such Loan Administrator to ensure that the purposes of the Loan are or will be accomplished; (b) exchange views with OPEC Fund and the Loan Administrator regarding the progress of the Project and the achievement of the purposes of the Loan; and (c) promptly inform OPEC Fund and the Loan Administrator of any condition which inter- feres with, or threatens to interfere with, the progress of the Project or the performance by the Borrower of its obligations under the Legal Agreement. 8.02 Consultation in Respect of Loan Administration and the Loan Agreement The Borrower shall consult with OPEC Fund before agreeing with the Loan Administrator on amend- ments to any condition related to the execution or administration of the Project. No such amendments shall be deemed to be approved by OPEC Fund without the prior written approval of OPEC Fund. 8.03 Incorporation of Loan Administrator’s Conditions in Loan Agreement Notwithstanding anything in Article 8 to the contrary, the Borrower shall, in so far as is consistent with the Legal Agreement, abide vis-à-vis OPEC Fund by all such conditions related to the execu- tion and administration of the Project as the Borrower accepts in its legal agreement signed or to be signed with the Loan Administrator for the partial financing of the Project. References to the Loan Administrator in such agreement being deemed for the purposes of this Section to be references to OPEC Fund.

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Article 9 SUSPENSION, CANCELLATION AND ACCELERATION OF MATURITY

9.01 Suspension OPEC Fund may, by notice to the Borrower and the Guarantor, suspend the Borrower’s right to make withdrawals from the Loan if: (a) a default occurs and is continuing for up to ninety (90) days in the payment of any instal- ment of the principal, interest, Service Charges, front-end and/or commitment fees and any other fees or charges under the Legal Agreement or under any other agreement by virtue of which the Borrower has received a loan from OPEC Fund, notwithstanding the fact that such payment may have been made by the Guarantor or an interested third party; (b) a default occurs and is continuing for up to ninety (90) days under the Guarantee Agreement or under any other agreement between the OPEC Fund and the Guarantor; (c) a default occurs in the performance of any obligation on the part of the Borrower or

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

Guarantor under the Legal Agreement, other than a default covered under paragraphs (a) and (b) above, and such default is continuing for up to ninety (90) days after notice thereof has been furnished by OPEC Fund to the Borrower or Guarantor; (d) OPEC Fund has ascertained the occurrence of Corrupt Practices, Fraudulent Practices, Coercive Practices, Collusive Practices or other unlawful act in connection with the pro- curement of Goods or the execution of any Contract, or in other aspects of Project imple- mentation and the Borrower or Guarantor has not taken timely and appropriate action satisfactory to OPEC Fund to address such practices or act; (e) the Borrower’s right to make withdrawals under a loan with a co-financier for the Project has been suspended or cancelled, or becomes due and payable prior to its agreed matu- rity unless the Borrower or Guarantor shows to the satisfaction of OPEC Fund that: (i) such suspension, cancellation or full acceleration was not as a result of the Borrower’s failure to perform its obligations under the co-financing agreement; and (ii) adequate funds for the Project are available from other sources on terms and con- ditions consistent with the Borrower’s obligations under the Legal Agreement; (f) OPEC Fund has suspended the Borrower’s or Guarantor’s rights to make withdrawals under any other agreement with OPEC Fund due to failure to meet its obligations under that agreement or OPEC Fund has suspended or cancelled the withdrawal rights of a bor- rower under a legal agreement guaranteed by the Borrower or Guarantor due to failure of that borrower or Guarantor to perform any of its obligations under such legal agreement; (g) OPEC Fund determines after the Effective date that, prior to such date but after the signature of the Legal Agreement, an event occurred which would have entitled OPEC Fund to suspend or cancel the Borrower’s rights to make withdrawals under the Legal Agreement had the event occurred after such Effective Date; (h) OPEC Fund determines that any representation made or information provided by the Borrower or Guarantor and intended to be relied upon by OPEC Fund in providing the Loan, or any representation made by the Borrower or Guarantor in or further to the respective Legal Agreement, is incorrect in any material respect; (i) the Borrower or Guarantor has assigned or transferred in whole or in part, without OPEC Fund’s consent, any of its obligations arising from the respective Legal Agreement to a third party or disposed any property or assets financed in whole or in part out of the Loan Proceeds; (j) OPEC Fund considers that there is a material change in the legal status, structure and operations of the Executing Agency, which affects the Executing Agency’s ability to implement the Project or which makes the achievement of Project objectives improbable; (k) OPEC Fund has suspended all operations in the Project Country; (l) the Borrower or Guarantor is in breach of any other agreement with OPEC Fund; or (m) any other event specified in the Legal Agreement occurs.

9.02 Cancellation (a)

Cancellation by the Borrower. The Borrower may, by notice to OPEC Fund, cancel any amount of the Loan which the Borrower has not withdrawn prior to the giving of such notice.

OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS

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